WESTSHORE WEALTH, LLC

Westshore Wealth Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Westshore Wealth. If you have any questions about the contents of this brochure, please contact us at (949) 825-7505 or by email at: info@westshorewealth.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 Westshore Wealth is also available on the SEC’s website at www.adviserinfo.sec.gov. Westshore Wealth’s CRD number is: 283843. Westshore Wealth 4041 MacArthur Blvd. Suite # 160 Newport Beach, CA 92660 (949) 825-7505 info@westshorewealth.com www.westshorewealth.com Westshore Wealth is a registered investment adviser. Registration does not imply a certain level of skill or training. March 2025 i  Item 2: Material Changes Since our last annual amendment filing on March 26, 2024, we have the following material change to disclose: • We have updated our Financial Planning fees to disclose that the negotiated fixed rate for creating client financial plans and ongoing financial consulting services is between $1,000 and $60,000. ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes .......................................................................................................................... ii Item 3: Table of Contents .......................................................................................................................... 3 Item 4: Advisory Business ........................................................................................................................ 5 A. Description of the Advisory Firm ................................................................................................... 5 B. Types of Advisory Services .............................................................................................................. 5 C. Client Tailored Services and Client Imposed Restrictions .......................................................... 7 D. Wrap Fee Programs .......................................................................................................................... 7 E. Assets Under Management .............................................................................................................. 7 Item 5: Fees and Compensation ............................................................................................................... 7 A. Fee Schedule ...................................................................................................................................... 7 B. Payment of Fees ................................................................................................................................. 9 C. Client Responsibility For Third Party Fees .................................................................................... 9 D. Prepayment of Fees ......................................................................................................................... 10 E. Outside Compensation For the Sale of Securities to Clients ..................................................... 10 Item 6: Performance-Based Fees and Side-By-Side Management ..................................................... 10 Item 7: Types of Clients ........................................................................................................................... 10 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ................................................ 10 A. Methods of Analysis and Investment Strategies ................................................................... 10 B. Material Risks Involved ............................................................................................................ 14 C. Risks of Specific Securities Utilized ........................................................................................ 15 Item 9: Disciplinary Information ........................................................................................................... 17 A. Criminal or Civil Actions ......................................................................................................... 17 B. Administrative Proceedings..................................................................................................... 17 C. Self-regulatory Organization (SRO) Proceedings ................................................................. 17 Item 10: Other Financial Industry Activities and Affiliations ........................................................... 18 A. Registration as a Broker/Dealer or Broker/Dealer Representative ................................... 18 3  B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor ............................................................................................................. 18 C. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections ................................................................................................................................... 18 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading . 18 A. Code of Ethics ............................................................................................................................ 18 B. Recommendations Involving Material Financial Interests .................................................. 18 C. Investing Personal Money in the Same Securities as Clients .............................................. 19 D. Trading Securities At/Around the Same Time as Clients’ Securities ................................ 19 Item 12: Brokerage Practices ................................................................................................................... 19 A. Factors Used to Select Custodians and/or Broker/Dealers ................................................ 19 1. Soft-Dollars and other Benefits ............................................................................................ 21 2. Brokerage for Client Referrals .............................................................................................. 21 3. Trade Error Policies ............................................................................................................... 21 4. Clients Directing Which Broker/Dealer/Custodian to Use ............................................ 21 B. Aggregating (Block) Trading for Multiple Client Accounts ................................................ 22 Item 13: Review of Accounts .................................................................................................................. 22 A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews ................. 22 B. Factors That Will Trigger a Non-Periodic Review of Client Accounts .............................. 22 C. Content and Frequency of Regular Reports Provided to Clients ....................................... 22 Item 14: Client Referrals and Other Compensation ............................................................................ 23 Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes A. Sales Awards or Other Prizes) ........................................................................................................... 23 B. Compensation to Non – Advisory Personnel for Client Referrals ..................................... 23 Item 15: Custody ...................................................................................................................................... 23 Item 16: Investment Discretion .............................................................................................................. 23 Item 17: Voting Client Securities (Proxy Voting) ................................................................................. 24 Item 18: Financial Information ............................................................................................................... 24 A. Balance Sheet .............................................................................................................................. 24 Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual B. Commitments to Clients ..................................................................................................................... 24 C. Bankruptcy Petitions in Previous Ten Years ......................................................................... 24 4  Item 4: Advisory Business A. Description of the Advisory Firm Westshore Wealth (hereinafter “WW”) is a Limited Liability Company. The firm was formed in April 2016, and is co-owned by Trevor Bryant, Ryan Brizendine, Robert Sigler, Ryan McGuire, Ryan Ornellas and Dallas Revel LLC (Lance Jamerson). B. Types of Advisory Services Portfolio Management Services WW offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. WW creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels) and then constructs a plan to aid in the selection of a portfolio that matches each client's specific situation. 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 WW evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. WW 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. We may utilize outside money managers to assist in providing asset management services. WW seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of WW’s economic, investment or other financial interests. To meet its fiduciary obligations, WW attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, WW’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is WW’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. 5  Financial Planning Financial plans and financial planning may include, but are not limited to: investment planning; life insurance; tax concerns; retirement planning; college planning; and debt/credit planning. In offering financial planning, a conflict exists between the interests of the investment adviser and the interests of the client. The client is under no obligation to act upon the investment adviser's recommendation, and, if the client elects to act on any of the recommendations, the client is under no obligation to effect the transaction through the investment adviser. Retirement Plan Consulting: Our firm provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising may include: • • • Establishing an Investment Policy Statement – Our firm will assist in the development of a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives. Investment Options – Our firm will work with the Plan Sponsor to evaluate existing investment options and make recommendations for appropriate changes. • Asset Allocation and Portfolio Construction – Our firm will develop strategic asset allocation models to aid Participants in developing strategies to meet their investment objectives, time horizon, financial situation and tolerance for risk. Investment Monitoring – Our firm will monitor the performance of the investments and notify the client in the event of over/underperformance and in times of market volatility. • Participant Education – Our firm will provide opportunities to educate plan participants about their retirement plan offerings, different investment options, and general guidance on allocation strategies. In providing services for retirement plan consulting, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non- publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement consulting services. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the client accounts are part of a Plan, and our firm accepts appointment to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. 6  Services Limited to Specific Types of Investments WW generally limits its investment advice to mutual funds, fixed income securities, real estate funds (including REITs), equities, ETFs (including ETFs in the gold and precious metal sectors), treasury inflation protected/inflation linked bonds, commodities, non-U.S. securities, venture capital funds or private placements. WW may use other securities as well to help diversify a portfolio when applicable. C. Client Tailored Services and Client Imposed Restrictions WW will tailor a program for each individual client. This will include an interview session to get to know the client’s specific needs and requirements as well as a plan that will be executed by WW on behalf of the client. WW may use “model portfolios” together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. 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 WW from properly servicing the client account, or if the restrictions would require WW to deviate from its standard suite of services, WW 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, transaction costs, fund expenses, and other administrative fees. WW does not participate in any wrap fee programs. E. Assets Under Management WW has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $515,858,324 $18,483,661 December 31, 2024 Item 5: Fees and Compensation Lower fees for comparable services may be available from other sources. A. Fee Schedule Portfolio Management Fees 7  Total Assets Under Management Annual Fees $0 - $2,000,000 1.00% $2,000,001 - $5,000,000 0.85% Next - $5,000,000 0.75% $10,000,001 - $25,000,000 0.70% $25,000,001 and above 0.65% WW uses the value of the account as of the last business day of the prior billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. It is important to note that our firm assesses advisory fees on the sum total of the assets held in client accounts including cash and cash equivalents. Investment Management fees for services provided by Independent Managers will be charged separately by each of the Independent Managers according to the Advisor’s or Independent Manager’s negotiated fee schedule not to exceed 1.00%. These fees are in addition to the fee schedule published above. These fees are generally negotiable and the final fee schedule is attached as Section II of the Investment Management Agreement. Clients may terminate the agreement without penalty for a full refund of WW's fees within five business days of signing the Investment Management Agreement. Thereafter, clients may terminate the Investment Management Agreement generally with 30 days' written notice. Retirement Plan Consulting Fees Our Retirement Plan Consulting services are billed on a fee based on the percentage of Plan assets under management. The total estimated fee, as well as the ultimate fee charged, is based on fee table below. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. Total Assets Under Management Annual Fees $0 - $2,000,000 1.00% $2,000,001 - $5,000,000 0.85% Next - $5,000,000 0.75% $10,000,001 - $25,000,000 0.70% $25,000,001 and above 0.65% 8  Financial Planning Fees Fixed Fees The negotiated fixed rate for creating client financial plans and ongoing financial consulting services is between $1,000 and $60,000. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. Hourly Fees The negotiated hourly fee for these services is between $250 and $750. B. Payment of Fees Payment of Portfolio Management and Retirement Plan Consulting Fees Asset-based portfolio management 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. Payment of Financial Planning Fees Financial planning fees are generally debited from client accounts. At our discretion we may consent to accepting payment via check, ACH, or wire transfer as well. Fixed financial planning fees are paid 100% in advance, but never more than six months in advance. Hourly financial planning fees are paid in arrears upon completion. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third party fees (i.e. Outside management fees, custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by WW. Please see Item 12 of this brochure regarding broker-dealer/custodian. It is important to note, however, that Charles Schwab & Co., Inc. does not charge transaction fees on domestic equity and exchange traded fund transactions. 9  D. Prepayment of Fees WW collects fees in advance. Refunds for fees paid in advance will be returned within fourteen days to the client via check, or return deposit back into the client’s account. For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. E. Outside Compensation For the Sale of Securities to Clients Neither WW nor its supervised persons accept any compensation for the sale of securities or other 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 WW 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 WW generally provides advisory services to the following types of clients: ❖ ❖ ❖ ❖ Individuals High-Net-Worth Individuals Pension & Profit-Sharing Plans Charitable Organizations WW generally requires clients to maintain a minimum combined account balance of $2,000,000 for our portfolio management services. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis 10  WW’s methods of analysis include Fundamental analysis, Modern portfolio theory, Quantitative analysis or Technical analysis. 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. Quantitative analysis deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical projections of sales, and so on. Technical analysis involves the analysis of past market data; primarily price and volume. Investment Strategies & Asset Classes WW uses long term trading, short term trading, short sales, margin transactions or options trading (including covered options, uncovered options, or spreading strategies). Exchange Traded Funds (“ETFs”): An ETF is a type of Investment Company (usually, an open-end fund or unit investment trust) whose primary objective is to achieve the same return as a particular market index. The vast majority of ETFs are designed to track an index, so their performance is close to that of an index mutual fund, but they are not exact duplicates. A tracking error, or the difference between the returns of a fund and the returns of the index, can arise due to differences in composition, management fees, expenses, and handling of dividends. ETFs benefit from continuous pricing; they can be bought and sold on a stock exchange throughout the trading day. Because ETFs trade like stocks, you can place orders just like with individual stocks - such as limit orders, good- until-canceled orders, stop loss orders etc. They can also be sold short. Traditional mutual funds are bought and redeemed based on their net asset values (“NAV”) at the end of the day. ETFs are bought and sold at the market prices on the exchanges, which resemble the underlying NAV but are independent of it. However, arbitrageurs will ensure that ETF prices are kept very close to the NAV of the underlying securities. Although an investor can buy as few as one share of an ETF, most buy in board lots. Anything bought in less than a board lot will increase the cost to the investor. Anyone can buy any ETF no matter where in the world it trades. This provides a benefit over mutual funds, which generally can only be bought in the country in which they are registered. One of the main features of ETFs are their low annual fees, especially when compared to traditional mutual funds. The passive nature of index investing, reduced marketing, and distribution and accounting expenses all contribute to the lower fees. However, individual investors must pay a brokerage commission to purchase and sell ETF shares; for those investors who trade frequently, this can significantly increase the cost of investing in ETFs. That said, with the advent of low-cost brokerage fees, small or frequent purchases of ETFs are becoming more cost efficient. 11  Debt Securities (Bonds): Issuers use debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. Bonds with longer rates of maturity tend to have greater interest rate risks. Certain additional risk factors relating to debt securities include: (a) When interest rates are declining, investors have to reinvest their interest income and any return of principal, whether scheduled or unscheduled, at lower prevailing rates.; (b) Inflation causes tomorrow’s dollar to be worth less than today’s; in other words, it reduces the purchasing power of a bond investor’s future interest payments and principal, collectively known as “cash flows.” Inflation also leads to higher interest rates, which in turn leads to lower bond prices.; (c) Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. Investors can also expect periods of economic change and uncertainty, which can result in increased volatility of market prices and yields of certain debt securities. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. (d) Debt securities may contain redemption or call provisions entitling their issuers to redeem them at a specified price on a date prior to maturity. If an issuer exercises these provisions in a lower interest rate market, the account would have to replace the security with a lower yielding security, resulting in decreased income to investors. Usually, a bond is called at or close to par value. This subjects investors that paid a premium for their bond risk of lost principal. In reality, prices of callable bonds are unlikely to move much above the call price if lower interest rates make the bond likely to be called.; (e) If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, the account may incur losses or expenses in seeking recovery of amounts owed to it.; (f) There may be little trading in the secondary market for particular debt securities, which may affect adversely the account's ability to value accurately or dispose of such debt securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of debt securities. Our firm attempts to reduce the risks described above through diversification of the client’s portfolio and by credit analysis of each issuer, as well as by monitoring broad economic trends and corporate and legislative developments, but there can be no assurance that our firm will be successful in doing so. Credit ratings for debt securities provided by rating agencies reflect an evaluation of the safety of principal and interest payments, not market value risk. The rating of an issuer is a rating agency's view of past and future potential developments related to the issuer and may not necessarily reflect actual outcomes. There can be a lag between the time of developments relating to an issuer and the time a rating is assigned and updated. 12  Mutual Funds: A mutual fund is a company that pools money from many investors and invests the money in a variety of differing security types based the objectives of the fund. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares is the fund’s per share net asset value (“NAV”) plus any shareholder fees that the fund imposes at the time of purchase (such as sales loads). Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which is calculated daily after market close. The benefits of investing through mutual funds include: (a) Mutual funds are professionally managed by an investment adviser who researches, selects, and monitors the performance of the securities purchased by the fund; (b) Mutual funds typically have the benefit of diversification, which is an investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading investments across a wide range of companies and industry sectors can help lower the risk if a company or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds rather than through ownership of individual stocks or bonds.; (c) Some mutual funds accommodate investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial purchases, subsequent monthly purchases, or both.; and (d) At any time, mutual fund investors can readily redeem their shares at the current NAV, less any fees and charges assessed on redemption. Mutual funds also have features that some investors might view as disadvantages: (a) Investors must pay sales charges, annual fees, and other expenses regardless of how the fund performs. Depending on the timing of their investment, investors may also have to pay taxes on any capital gains distribution they receive. This includes instances where the fund went on to perform poorly after purchasing shares.; (b) Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades.; and (c) With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. 13  When investors buy and hold an individual stock or bond, the investor must pay income tax each year on the dividends or interest the investor receives. However, the investor will not have to pay any capital gains tax until the investor actually sells and makes a profit. Mutual funds are different. When an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary dividends in the year the investor receives or reinvests them. Moreover, in addition to owing taxes on any personal capital gains when the investor sells shares, the investor may have to pay taxes each year on the fund’s capital gains. That is because the law requires mutual funds to distribute capital gains to shareholders if they sell securities for a profit, and cannot use losses to offset these gains. 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 adverse, 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. Quantitative analysis Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. Investment Strategies 14  WW's use of short sales, margin transactions or options trading 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. Options transactions involve a contract to purchase a security at a given price, not necessarily at market value, depending on the market. This strategy includes the risk that an option may expire out of the money resulting in minimal or no value, as well as the possibility of leveraged loss of trading capital due to the leveraged nature of stock options. Short sales entail the possibility of infinite loss. An increase in the applicable securities’ prices will result in a loss and, over time, the market has historically trended upward. Short term trading risks include liquidity, economic stability, and inflation, in addition to the long term trading risks listed above. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized WW's use of short sales, margin transactions or options trading generally holds greater risk of capital loss. Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Cash and cash equivalents generally refer to either United States dollars or highly liquid short-term debt instruments such as, but not limited to, treasury bills, bank CD’s and commercial papers. Generally, these assets are considered nonproductive and will be exposed to inflation risk and considerable opportunity cost risk. Investments in cash and cash equivalents will generally return less than the advisory fee charged by our firm. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The 15  value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. Real estate funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Private placements carry a substantial risk as they are subject to less regulation than are publicly offered securities. Unlike public securities, there may not be readily available financial statements to analyze, and less third party due diligence available on a given issue. As a result of this, the risk of loss of some, or all of an investor’s principal is significantly increased. Additionally, the market to resell these assets under applicable securities laws may be illiquid, due to restrictions, and the liquidation may be taken at a substantial discount to the underlying value or result in the entire loss of the value of such assets. 16  Venture capital funds invest in start-up companies at an early stage of development in the interest of generating a return through an eventual realization event; the risk is high as a result of the uncertainty involved at that stage of development. Commodities are tangible assets used to manufacture and produce goods or services. Commodity prices are affected by different risk factors, such as disease, storage capacity, supply, demand, delivery constraints and weather. Because of those risk factors, even a well-diversified investment in commodities can be uncertain. Options are contracts to purchase a security at a given price, risking that an option may expire out of the money resulting in minimal or no value. An uncovered option is a type of options contract that is not backed by an offsetting position that would help mitigate risk. The risk for a “naked” or uncovered put is not unlimited, whereas the potential loss for an uncovered call option is limitless. Spread option positions entail buying and selling multiple options on the same underlying security, but with different strike prices or expiration dates, which helps limit the risk of other option trading strategies. Option transactions also involve risks including but not limited to economic risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation (purchasing power) risk and interest rate risk. Non-U.S. securities- present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. 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. 17  Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither WW 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 WW 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. C. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections WW may occasionally utilize outside managers to assist in with our asset management services. The fees for these services are in addition to our fee schedule published herein, and will be outline in a separate agreement to be signed by the client. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics WW 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. WW's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests WW does not recommend that clients buy or sell any security in which a related person to WW or WW has a material financial interest. 18  C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of WW may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of WW 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 clients. Such transactions may create a conflict of interest. WW 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 WW may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of WW 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, WW will never engage in trading that operates to the client’s disadvantage if representatives of WW 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 WW’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 WW 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 WW's research efforts. WW will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker- dealer/custodian. As noted in item 5 of this brochure, it is important to note that Schwab does not charge transaction fees on domestic equity and exchange traded fund transactions. Products and Services Available to Us from Schwab Schwab Advisor Services (formerly called Schwab Institutional) is Schwab’s business serving independent investment advisory firms like us. They provide us and our clients with access to its institutional brokerage – trading, custody, reporting and related services – many of which are not typically available to Schwab retail customers. Schwab also 19  makes available various support services. Some of those services help us manage or administer our clients’ accounts while others help us manage and grow our business. Here is a more detailed description of Schwab’s support services: Services that Benefit You. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Furthermore, Schwab may offer to wave the sales fee, upon clients request, in the event a new client requires a large modification to their asset allocation to meet their investment objectives. Schwab’s services described in this paragraph generally benefit you and your account. Services that May Not Directly Benefit You. Schwab also makes available to us other products and services that benefit us but may not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or some substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • provide access to client account data (such as duplicate trade confirmations and account • statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; facilitate payment of our fees from our clients’ accounts; and • provide pricing and other market data; • • assist with back-office functions, recordkeeping and client reporting. Services that Generally Benefit Only Us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: technology, marketing, compliance, legal, and business consulting; • educational conferences and events • • publications and conferences on practice management and business succession; and • access to employee benefits providers, human capital consultants and insurance providers. Schwab may provide some of these services itself. In other cases, it will arrange for third- party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide us with other benefits such as occasional business entertainment of our personnel. WW recommends Schwab Institutional, a division of Charles Schwab & Co., Inc. or Fidelity Brokerage Services LLC. 20  1. Soft-Dollars and other Benefits WW may receive research, products, or other services from custodians and broker- dealers in connection with client securities transactions (“soft dollar benefits”). WW may enter into soft-dollar arrangements consistent with the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and WW does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. WW benefits by not having to produce or pay for the research, products or services, and WW will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that WW’s acceptance of soft dollar benefits may result in higher commissions charged to the client. 2. Brokerage for Client Referrals Our firm does not engage in the practice of directing client brokerage to compensate or otherwise reward brokers for client referrals. 3. Trade Error Policies WW adheres to the following restrictions on trading errors: • WW will work directly with a broker-dealer or other adviser when correcting any error whether the error was caused by WW, Client, broker-dealer, another investment adviser or the account custodian. • When WW corrects an error, the Client must not be disadvantaged: the Client must be “made whole”. • Soft dollars will not be used by us to pay for correcting trading errors. • WW will review its WSPs to determine if, in correcting errors, an agency-cross transaction would take place. Should WW find that such a transaction is warranted, WW will ensure that all proper Client disclosures are made and consents obtained, as required in Section 206(3)-2 of the Advisers Act 4. Clients Directing Which Broker/Dealer/Custodian to Use WW may permit clients to direct it to execute transactions through a specified broker- dealer. If a client directs brokerage, then the client will be required to acknowledge in writing that the client’s direction with respect to the use of brokers supersedes any authority granted to WW to select brokers; this direction may result in higher commissions, which may result in a disparity between free and directed accounts; the client may be unable to participate in block trades (unless WW is able to engage in “step outs”); and trades for the client and other directed accounts may be executed after trades for free accounts, which may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. Not all investment advisers allow their clients to direct brokerage. 21  B. Aggregating (Block) Trading for Multiple Client Accounts If WW 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, WW 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. WW 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 WW's advisory services provided on an ongoing basis are reviewed at least quarterly by Ryan Brizendine, Managing Director, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at WW are assigned to this reviewer. All financial planning accounts are reviewed upon financial plan creation and plan delivery by Ryan Brizendine, Managing Director. There is only one level of review for financial planning, and that is the total review conducted to create the financial plan. 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). With respect to financial plans, WW’s services will generally conclude upon delivery of the financial plan. C. Content and Frequency of Regular Reports Provided to Clients Each client of WW's advisory services provided on an ongoing basis will receive a quarterly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. WW will also provide at least quarterly a separate written statement to the client. Each financial planning client will receive the financial plan upon completion. 22  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) We receive an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at Schwab. In addition, Schwab has also agreed to pay for certain products and services for which we would otherwise have to pay once the value of our clients' assets in accounts at Schwab reaches a certain size. You do not pay more for assets maintained at Schwab as a result of these arrangements. However, we benefit from the arrangement because the cost of these services would otherwise be borne directly by us. You should consider these conflicts of interest when selecting a custodian. The products and services provided by Schwab, how they benefit us, and the related conflicts of interest are described above (see Item 12—Brokerage Practices). B. Compensation to Non – Advisory Personnel for Client Referrals In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm does not provide cash or non-cash compensation directly or indirectly to unaffiliated persons for testimonials or endorsements (which include client referrals). Item 15: Custody While our firm does not maintain physical custody of client assets (which are maintained by a qualified custodian, as discussed above), we are deemed to have custody of certain client assets if given the authority to withdraw assets from client accounts, as further described below under “Standing Instructions.” All our clients receive account statements directly from their qualified custodian(s) at least quarterly upon opening of an account. We urge our clients to carefully review these statements. Additionally, if our firm decides to send its own account statements to clients, such statements will include a legend that recommends the client compare the account statements received from the qualified custodian with those received from our firm. Clients are encouraged to raise any questions with us about the custody, safety or security of their assets and our custodial recommendations. Item 16: Investment Discretion WW provides discretionary and non-discretionary investment advisory services to clients. The Investment Management Agreement established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, WW generally manages the client’s account and makes investment decisions without consultation with the client as to when 23  the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. In some instances, WW’s discretionary authority in making these determinations may be limited by conditions imposed by a client (in investment guidelines or objectives, or client instructions otherwise provided to WW. Where WW does not have discretionary authority to place trade orders, WW will secure client permission prior to effecting securities transactions for the client’s account. Item 17: Voting Client Securities (Proxy Voting) WW 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 WW neither requires nor solicits prepayment of more than $1200 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 WW has noting to disclose in this regard. C. Bankruptcy Petitions in Previous Ten Years WW has not been the subject of a bankruptcy petition in the last ten years. 24