WRAPMANAGER INC

Part 2A Appendix 1 of Form ADV: Wrap Fee Program Brochure WrapManager, Inc. dba Assembly Wealth 319 Miller Avenue Mill Valley, CA 94941 415-541-7774 www.letsassemble.com March 27, 2025 This wrap fee program brochure provides information about the qualifications and business practices of Assembly Wealth. If you have any questions about the contents of this brochure, please contact us at 415-541-7774 or compliance@letsassemble.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. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. Additional information about Assembly Wealth also is available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 108834.  Item 2 Material Changes The following summarizes new or revised disclosures based on information previously provided in our Wrap Fee Program Brochure dated March 26, 2024: Item 4: Assembly added details around the use of sub-advisors for certain client accounts and updated its Financial Planning fees. Page 2  Item 3 Table of Contents Item 1 Cover Page 1 Item 2 Material Changes 2 Item 3 Table of Contents 3 Item 4 Services Fees and Compensation 4 Item 5 Account Requirements and Types of Client 13 Item 6 Portfolio Manager Selection and Evaluation 14 Item 7 Client Information Provided to Portfolio Managers 19 Item 8 Client Contact With Portfolio Managers 19 Item 9 Additional Information 20 Page 3  Item 4 Services Fees and Compensation The Program Sponsored by Assembly Wealth: Through the Assembly Wealth Wrap Fee Program (referred to as the “Program”) clients will receive investment supervisory services through continuous investment advice that is based upon the individual needs of the client. Various investment strategies are provided under the Program, and an investment strategy is crafted for each client tailored to their goals and objectives. Clients are given the ability to impose reasonable restrictions on their accounts including specific investment selections and sectors subject to approval. We will obtain information from clients in order to determine their financial situation and investment objectives and will manage the accounts accordingly. Clients are always responsible for notifying Assembly Wealth of any changes to their financial situation or investment objectives or if they want to impose and/or modify any reasonable restrictions on the management of accounts managed under the Program. At least annually, we will attempt to contact each client for the specific purpose of determining whether there have been any changes to their financial situation, investment objectives, or if they would like to impose and/or modify any reasonable restrictions on the management of their accounts. We are always reasonably available to consult with clients relative to the status of their accounts. A client’s beneficial interest in a security does not represent an undivided interest in all the securities held by the custodian, but rather represents a direct and beneficial interest in the securities which comprise the accounts. A separate account is always maintained for each client with the broker-dealer/custodian and the client retains all rights of ownership to their accounts (e. g. right to withdraw securities or cash, exercise or delegate proxy voting, and receive transaction confirmations). The Assembly Wealth Investment Policy Committee is responsible for choosing the investment options approved for use with clients. Depending on the objectives and situation of each client, the allocation may include a combination of third-party manager strategies implemented by Assembly Wealth and internal strategies designed by Assembly Wealth or an entire account may be managed entirely using third- party manager strategies or strategies designed by Assembly Wealth. The account may also be allocated to an investment objective driven model designed and managed by the Assembly Wealth Investment Policy Committee. Assembly Wealth will have discretion to change the investments and individual securities within the model in line with the investment objective. We are given discretionary authority to implement securities transactions in program account(s). As program sponsor, Assembly Wealth serves as investment manager, monitors the performance of the strategies in use, provides administration for the accounts, implements client restrictions and other requests, and provides a copy of this Wrap Fee Brochure at the time the client enters into an investment advisory agreement with Assembly Wealth. Portfolio Strategist’s Form ADV Disclosure Brochure or other written information about the Portfolio Strategist is made available upon request. Assembly Wealth or a related person does not act as a principal (buys securities for itself or sells securities it owns to any client) in the Program. Assembly Wealth or a related person does not affect transactions in which client securities are sold to or bought from a brokerage (commission-only) client. Investment Management and Portfolio Strategists Assembly Wealth provides Investment Management services to accounts. Our Investment Policy Page 4  Committee selects various portfolio strategies developed by third-party money managers and develops internal portfolio strategies for clients. We refer to third-party money managers as Portfolio Strategists throughout this brochure. Portfolio Strategists have not been granted trading authority over client accounts and do not have access to our client accounts. Instead, Portfolio Strategists develop model portfolio strategies and provide trade signals to Assembly Wealth. After we have selected a strategy or strategies for an account, we will receive ongoing updates and recommendations from the Portfolio Strategist. We are then responsible for implementing changes to the allocation in your account and are therefore granted discretionary authority on your account. The investment strategies offered by Assembly Wealth are identified by our Investment Policy Committee. Members of this Committee develop internal strategies and select from third party Portfolio Strategists to fulfill designated investment objectives. We perform due diligence as part of our selection of Portfolio Strategists used to implement investment strategies. Clients will work with their Investment Advisor Representative to determine the amount of assets to be managed using one or more strategies. Assembly Wealth directs the investment and reinvestment of the assets allocated to that Portfolio Strategist on a discretionary basis. We have discretionary authority to add, adjust allocation or terminate Portfolio Strategists from the client’s account or to replace a Portfolio Strategist with a Assembly Wealth directed strategy which allows us to direct the investment and reinvestment of the client’s assets. Please refer to Item 6 for more details. Assembly has contracted with select third-party subadvisors to assist in managing certain client accounts or a portion of the account in order to access certain investment portfolios or strategies. Client will sign an application with the custodian to authorize the sub-advisor to access and trade the account. The sub-advisor is responsible for all investment-related decisions and trading in the client account or account portion allocated to them. Any fee due to a sub-advisor is paid out of the program fee Assembly receives from the client and is not charged to the client account directly. Assembly retains the authority to hire and fire sub-advisors at our discretion. Additional Fees for Stand-Alone Services Financial Planning Services Fees (Stand-Alone) For client’s engaging Assembly Wealth for stand-alone financial planning, fees are negotiable, but generally range from $2,500 to $5,000 on a fixed fee basis, and from $125 to $1,200 on an hourly rate basis, depending upon the level and scope of the service(s) required and the professional(s) rendering the service(s). Administrative Services Provided by ORION Advisor Services, LLC Assembly Wealth has engaged ORION Advisor Services, LLC (referred to as “ORION”) to utilize its technology platforms for support in administering the Program. Specifically, ORION helps to support data reconciliation, performance reporting, fee calculation and billing, research, client database maintenance, quarterly performance evaluations, payable reports, model and trading management, and other functions related to the administrative tasks of managing client accounts. Due to this arrangement, ORION will have access to client accounts, but ORION will not serve as Page 5  an investment advisor to Assembly Wealth clients. Assembly Wealth and ORION are non-affiliated companies. ORION charges an annual fee, payable quarterly, for each account administered by ORION. The annual fee is paid from a portion of the overall management fee charged by Assembly Wealth. Securities Class Action Filing and Recovery Services Provided by Broadridge Financial Solutions Assembly Wealth has contracted with Broadridge Financial Solutions as service provider for Securities Class Actions Filing and Recovery. They will assist with identifying eligible accounts and submitting claims on behalf of clients for class action lawsuits involving securities held in or formerly held in the Account. We will provide Broadridge with purchase and sale transaction information to identify accounts and file claims for all to which they are entitled. For successful claims resulting in payment, Broadridge will charge a contingency fee of 17.5% of the total claim payment. Brokerage, Clearing and Custody Charles Schwab Advisor Services Program accounts must be established directly through Charles Schwab Advisor Services as a result of Assembly Wealth’s participation in their Institutional advisor program. Charles Schwab & Co., Inc. ("Schwab"), a FINRA registered broker-dealer, member SIPC, will serve as the client’s qualified custodian and maintain physical custody of all client funds and securities held in the Program. Clients must designate Assembly Wealth as the investment advisor on the accounts Assembly Wealth is to manage. Assembly Wealth will be granted limited power- of- attorney on the account to implement trades within the account. Assembly Wealth has established an institutional relationship with Charles Schwab & Co., (“Schwab”) through its Advisor Services unit, a division of Schwab dedicated to serving independent advisory firms. As a registered investment advisor participating on the Schwab Advisor Services platform, we receive access to software and related support without cost because the Advisor renders investment management services to clients that maintain assets at Schwab. Services provided by Schwab Advisor Services benefit the Advisor and many, but not all services provided by Schwab will benefit clients. In fulfilling its duties to its clients, the Advisor endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits from a custodian creates a conflict of interest since these benefits may influence the Advisor's recommendation of this Custodian over one that does not furnish similar software, systems support, or services. Services that Benefit the client – Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of the client’s funds and securities. Services that May Indirectly Benefit the Client – Schwab provides participating advisors with access to technology, research, discounts, and other services. In addition, the Advisor receives Page 6  duplicate statements for client accounts, the ability to deduct advisory fees, trading tools, and back- office support services as part of its relationship with Schwab. These services are intended to assist the Advisor in effectively managing accounts for its clients but may not directly benefit all clients. Services that May Only Benefit the Advisor – Schwab also offers other services to that may not benefit the client, including educational conferences and events, consulting services, and discounts for various service providers. Access to these services creates a financial incentive for the Advisor to recommend Schwab, which results in a conflict of interest. Assembly Wealth believes, however, that the selection of Schwab as Custodian is in the best interests of its clients. Schwab’s Brokerage Services In addition to advisory services, the wrap fee program includes certain brokerage services of Charles Schwab & Co., (“Schwab”) a broker-dealer registered with the Securities and Exchange Commission and a member of FINRA and SIPC. We are independently owned and operated and not affiliated with Schwab. Schwab will act solely as a broker-dealer and not as an investment advisor to you. It will have no discretion over your account and will act solely on instructions it receives from us or you. Schwab has no responsibility for our services and undertakes no duty to you to monitor our management of your account or other services we provide to you. Schwab will hold your assets in a brokerage account and buy and sell securities and execute other transactions when we or you instruct them to. We do not open the account for you. Aggregation of Client Orders Transactions implemented by Assembly Wealth for client accounts are generally affected independently, unless we decide to purchase or sell the same securities for several clients at approximately the same time. This process is referred to as aggregating orders, batch trading or block trading and is used by our Firm when Assembly Wealth believes such action may prove advantageous to clients. When Assembly Wealth aggregates client orders, the allocation of securities among client accounts will be done on a fair and equitable basis. Typically, the process of aggregating client orders is done in order to achieve better execution, to negotiate more favorable commission rates or to allocate orders among clients on a more equitable basis in order to avoid differences in prices and transaction fees or other transaction costs that might be obtained when orders are placed independently. Under this procedure, transactions will be averaged as to price and will be allocated among our Firm’s clients in proportion to the purchase and sale orders placed for each client account on any given day. It should be noted, Assembly Wealth does not receive any additional compensation or remuneration as a result of aggregation. Custody Custody, as it applies to investment advisors has been defined by regulators as having access or control over client funds and/ or securities. In other words, custody is not limited to physically holding client funds and securities. If an investment advisor has the ability to access or control client funds or securities, the investment advisor is deemed to have custody and must ensure proper procedures are implemented. It should be noted that our Firm does have limited discretionary authority to transfer funds between a client’s accounts with similar registrations held Page 7  with a qualified custodian and may send funds to the client’s address on record if requested by the client. However, regulators have provided guidance stating that transfers between accounts owned by the same client and trading authorization over a client’s account does not constitute custody. Although the Firm does not have custody under the above circumstances, Assembly Wealth has established procedures to (1) ensure all client funds and securities are held at a qualified custodian, in a separate account for each client under that client’s name; (2) each client or an independent representative of the client will direct, in writing, the establishment of all accounts and therefore are aware of the qualified custodian’s name, address and the manner in which the funds or securities are maintained; and finally (3) account statements are delivered directly from the qualified custodian to each client, or the client’s independent representative, at least quarterly. Clients should carefully review these statements and are urged to compare the statements against any reports received directly from Assembly Wealth. When clients have questions about their account statements, they should contact Assembly Wealth or the qualified custodian preparing the statement. Custody Resulting from Standing Letters of Authorization (SLOA) The Investment Advisor Association (IAA) submitted a request to the SEC’s Division of Investment Management for interpretive guidance or no-action relief relating to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) with respect to certain standing letter of authorization (SLOA) arrangements. SLOA arrangements are put in place whereby the client instructs the qualified custodian maintaining the client’s account to transfer assets to a designated third party pursuant to future requests by the client’s adviser in accordance with the limited authority the client grants to the adviser. In its letter, the IAA stated that it is common for an advisory client to grant its registered investment advisor the power, through a SLOA, to disburse funds to specifically designated third parties. Granting this power to an investment adviser is helpful in situations where the. client owns multiple accounts with different purposes across multiple custodians. Typically, under such an arrangement, the client grants authority to the adviser, then the client instructs the custodian to transfer assets to the designated third parties on the adviser’s command. After issuing a SLOA, the client retains power to change or revoke the arrangement, and the adviser’s authority is limited by the specific terms of the SLOA. The IAA letter sets forth the staff’s position that a SLOA, as described above, imputes “custody” to an advisor under the Custody Rule. The SEC staff noted that this type of SLOA “would constitute an arrangement under which an investment adviser is authorized to withdraw client funds or securities maintained with a qualified custodian upon its instruction to the qualified custodian.” The staff recognized that the scope and content of SLOA’s may vary. However, a SLOA that is structured in a way that the advisor does not have discretion as to the amount, payee and timing of transfers would not implicate the Custody Rule. On the other hand, the staff took the position that a SLOA that authorizes the adviser to make determinations as to the amount and timing of payments, but not the identity of the payee, represents sufficient authority to result in the advisor having “custody” under the rule. In response to the IAA, the SEC staff agreed that it would not recommend Page 8  enforcement action against an investment adviser if that advisor does not obtain a surprise examination, as otherwise required under the Custody Rule, if the advisor acts pursuant to a SLOA if the following conditions are met: 1. The client provides instructions to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the investment advisor, in writing, either on the qualified custodian’s form or separately, to direct transfers to a third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instructions, as a signature review or other method to verify the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or modify the instructions to the client’s qualified custodian at any time. 5. The investment adviser has no authority to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. The investment adviser maintains records evidencing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instructions and an annual notice reconfirming the instruction. In conjunction with the guidance above, Assembly Wealth will be deemed to have custody over some client funds in certain situations due to SLOAs. Assembly Wealth works with a qualified custodian to meet the seven conditions listed above. Fees Program Fees Management fees for Program accounts are calculated and billed quarterly in advance based on the total value of the client’s assets under management in the Program at the end of the prior quarter. Please note that Assembly Wealth continues to treat cash as an asset class. As such, unless determined to the contrary by Assembly Wealth, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Assembly Wealth’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), or upon specific client request, Assembly Wealth may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Assembly Wealth’s advisory fee could exceed the interest paid by the client’s money market fund. The annual management fee charged for the Program may be negotiated with each client. The Page 9  maximum annual fee charged in the Program is 2.00%. Subject to this maximum, the fee may be a fixed rate applicable to all assets in the account or a schedule of rates applicable to different breakpoints. The Program fees set forth in this Wrap Fee Program Brochure are the maximum annual rates for each Program. Fees are negotiated and may differ from client to client based on a number of factors, including the type and size of the account, and the selected investment manager(s), among other possible criteria. The actual rates agreed upon between the client and our firm with respect to a Program account are set forth in the related client agreement signed by both Assembly Wealth and the client. Fees are deducted directly from a client’s brokerage account. The qualified custodian, i.e. Schwab, will send client brokerage account statements, at least quarterly, showing all disbursements for the account including the amount of the advisory fee, when deducted directly from the account. Additionally, if a client has multiple managed accounts, they may choose to aggregate the fees charged in accounts to be deducted from a specified account. When fees are paid from other accounts, management fee debits will be noted on the account from which they are deducted. The program fee covers Assembly Wealth’s advisory services, ORION and Portfolio Strategists. Portfolio Strategist expenses vary by portfolio and are included in the overall fee paid by the client. When Assembly Wealth acts as portfolio strategist, Assembly Wealth will retain a larger portion of the program fee than when a third-party portfolio strategist is chosen. Further, the program fee covers trade execution fees and custodial fees charged by Charles Schwab. Custodial fees vary depending on the underlying investments chosen and therefore Assembly Wealth may retain a larger portion of the overall program fee when the underlying investments do not trigger a custodial fee or transaction fee. Clients are not charged transaction fees separately from the program fee. Program may cost the client more or less than purchasing such advisory and execution services separately. A wrap fee is not based directly on the number of transactions in your account. Various factors influence the relative cost of our wrap fee program to you, including the cost of our investment advice, custody and brokerage services if you purchased them separately, the types of investments held in your account, and the frequency, type and size of trades in your account. As disclosed in this section, Assembly Wealth receives compensation because of a client’s participation in Program. Assembly Wealth therefore has a financial incentive to recommend Program over other programs or services. The amount of Assembly Wealth’s compensation may be more than what a client would receive if the client participated in programs sponsored by other financial firms or paid separately for investment advice, brokerage, and other services. For securities purchased in Schwab accounts, Assembly Wealth is not eligible to receive any compensation (e.g. commissions or ticket charges) for the sale of securities products or other investment products. When managing a client's account on a wrap fee basis, we receive as compensation for our investment advisory services, the balance of the total program fee you pay after custodial, trading and other management costs (including execution and transaction fees) have been deducted. Accordingly, we have a conflict of interest because we have a financial incentive to maximize our compensation by seeking to reduce or minimize the total costs incurred in your account(s) subject to a wrap fee. Schwab and other custodians have eliminated transaction fees for online trades of U.S. equities, ETFs and options (subject to a per contract fee). This means that, in most cases, when we buy and sell these types of securities, we will not have to pay any commissions to Schwab. We do not charge our clients higher advisory fees based on their trading activity, but you Page 10  should be aware that we have an incentive to limit our trading in your account(s) in securities for which Schwab charges transactions fees because we are charged for those executed trades. We encourage you to review Schwab’s pricing to compare the total costs of entering into a wrap fee arrangement versus a non- wrap fee arrangement. If you choose to enter into a wrap fee arrangement, your total cost to invest could exceed the cost of paying for brokerage and advisory services separately. Adjustments for deposits/withdrawals In addition, a pro-rated monthly fee adjustment is made in arrears for deposits or withdrawals made to the account during the quarter. For example, if you deposit money to your account after the advanced quarterly fee is assessed, the net value of the deposit minus any withdrawals will be calculated on a pro- rated basis for the days left remaining in the quarter and will be charged to the account the following month. The ORION system is utilized for the calculation and billing of management fees which are then debited by the custodian. Clients should check the accuracy of fees billed on their accounts. Program fees will be noted on the Client’s statements of the account debited. Other Fees Our wrap fee does not cover all fees and costs. Fees not included in the wrap fee include charges imposed directly by a mutual fund, index fund, or exchange traded fund which shall be disclosed in the fund’s prospectus (i.e., fund management fees and other fund expenses), mark-ups and mark- downs, spreads paid to market makers, fees (such as a commission or markup) for trades executed away from Custodian at another broker-dealer, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. Costs imposed by third parties, such as transfer taxes, odd-lot differentials, certificate delivery fees, reorganization fees, and any other fees required by law. Custodian also charges for additional services such wire transfer fees and fees for alternative investments. Securities Class Actions Filing and Recovery Contingency Fee Assembly Wealth has contracted with Broadridge Financial Solutions as service provider for Securities Class Actions Filing and Recovery. They will assist with identifying eligible accounts and submitting claims on behalf of clients for class action lawsuits involving securities held in or formerly held in the Account. We will provide Broadridge with purchase and sale transaction information to identify accounts and file claims for all to which they are entitled. For successful claims resulting in payment, Broadridge will charge a contingency fee of 17.5% of the total claim payment. Referral Fee If a client is introduced to Assembly Wealth by a promoter, Assembly Wealth will pay that promoter a referral fee in accordance with the requirements of Rule 206(4)-3 of the Investment Advisers Act of 1940, and any corresponding state securities law requirements. Any such promoter fee shall be paid solely from Assembly Wealth’s investment management fee and shall not result in any additional charge to the client. At the time of the introduction, the promoter shall disclose the nature of his/her/its promoter relationship and shall provide each prospective client with disclosure of the Page 11  terms of the arrangement between Assembly Wealth and the promoter, including the compensation to be received from Assembly Wealth. Termination of Services Program services may be canceled at any time, by any of the parties, for any reason upon receipt of written notice to the other party. Services will be terminated without penalty and the client shall receive a pro-rated refund based on the amount of time remaining in the period. Assembly Wealth will cooperate fully in any requests to deliver funds and securities held in the account to another custodian. Custodian may charge an Account Transfer fee, which is detailed in the respective custodian fee schedule. Information for ERISA Covered Retirement Plans We are available to provide the services detailed above to companies that sponsor retirement plans (the “Plan”). We acknowledge that Assembly Wealth is a covered service provided under the U.S. Department of Labor Rule 408(b)(2) when providing investment advisory services to Plans covered by the Employee Retirement Income Security Act of 1974 (“ERISA”) and receiving $1,000 or more in compensation directly or indirectly from the Plan. This disclosure, along with the investment management agreements and any amendments thereto, is intended to provide certain disclosures as required under Section 408(b)(2) of ERISA and the regulations thereunder. The disclosure is intended to be and will be provided to the Plan’s “responsible plan fiduciary” in advance of the date of Assembly Wealth providing any services to the Plan. When working with a Plan to select one or more Portfolio Strategists please understand we will be acting as a “fiduciary” if our activities meets the definition of “investment advice” as such term is defined under Section 3(21)(A)(ii) of ERISA and published regulations by the Department of Labor. We will act in a manner consistent with the requirements of a fiduciary under ERISA for all services for which we are considered a fiduciary under ERISA. However, we have no responsibility and will not exercise any authority or control respecting management or disposition of assets of the main retirement plan or have any discretionary authority or discretionary responsibility in the administration of the main retirement plan or the interpretation of Plan’s retirement plan documents. For some Plans, we may serve as ERISA3(38) investment manager when providing management services for the portion of the plan assets for which we have been retained to be solely responsible for all investment decisions. Under this scenario, we are responsible for monitoring the investment options of the Plan to add or remove investment options for the Plan and actively manage all assets for the Plan. As a result, we act as an Investment Manager to the Plan, as defined by ERISA section 3(38) and will acknowledge that we are a fiduciary with respect to the management of the Plan. Assembly Wealth does not have the power to acquire or dispose of any plan assets and is not the “Administrator” of the Plan as defined in ERISA. The compensation we receive for the services provided to the Plan is disclosed in the investment management agreement executed between Assembly Wealth and the Plan. Assembly Wealth will not receive any direct or indirect compensation that is not disclosed in the investment management agreement. It is the responsibility of the Plan’s “responsible plan fiduciary” to determine that the fees paid to Assembly Wealth are reasonable, that the services provided to the Plan are necessary, and that the Plan complies with ERISA Regulation Section 2550.408b-2 in all other respects. We will disclose, to the extent required by ERISA Regulation Section 2550.408b-2(c), to ERISA covered Plans any change to the information that we are required to disclose under ERISA Regulation Section Page 12  2550.408b-2(c)(1)(iv) as soon as practicable, but no later than sixty (60) days from the date on which we are informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclosed as soon as practicable).In accordance with ERISA Regulation Section 2550.408b-2(c)(vi)(A), we will disclose within thirty (30) days following receipt of a written request from the responsible plan fiduciary or Plan Administrator (unless such disclosure is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclosed as soon as practicable) all information related to the Plan Agreement and any compensation or fees received in connection with the Agreement that is required for the Plan to comply with the reporting and disclosure requirements of Title 1 of ERISA and the regulations, forms and schedules issued thereunder. If we make an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv) or (vi), we will disclose to you the correct information as soon as practicable, but no later than thirty (30) days from the date on which we learn of such error or omission. Retirement Rollovers A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Assembly Wealth recommends that a client roll over their retirement plan assets into an account to be managed by Assembly Wealth, such a recommendation creates a conflict of interest if Assembly Wealth will earn new (or increase its current) compensation as a result of the rollover. If Assembly Wealth provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Assembly Wealth is acting as a fiduciary 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. No client is under any obligation to roll over retirement plan assets to an account managed by Assembly Wealth, whether it is from an employer’s plan or an existing IRA. Assembly Wealth’s Chief Compliance Officer, Valerie De Vol, remains available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Item 5 Account Requirements and Types of Client Opening an Account To become a Program participant, an agreement between the client and Assembly Wealth must be executed. In addition, the client will be required to establish a brokerage account through Charles Schwab. Types of Clients We generally provide investment advice to the following types of clients: Page 13  Individuals • • High-Net Worth Individuals • Pension and profit-sharing plans • Trusts, estates, or charitable organizations • Corporations or business entities other than those listed above Item 6 Portfolio Manager Selection and Evaluation Assembly Wealth serves as portfolio and investment manager of the Program. There could be a conflict of interest in that we could prefer our internal strategies when selecting portfolio managers. Currently, we use a combination of strategies developed by Portfolio Strategists and strategies developed by our internal Investment Policy Committee. Standing members of our Investment Policy Committee include the following: • Douglas F. Hutchinson, Chartered Financial Analyst® • Gabriel Burczyk Generally, Portfolio Strategist Allocations are recommended to suitable high net worth clients with investable assets exceeding $500,000 and whose investment objectives make the use of a Portfolio Strategist an appropriate option for the client, though we reserve the right to make exceptions to our minimum investment if deemed appropriate. We have discretion over the management of the client’s assets and may allocate all or a portion of the assets to be managed by the selected Portfolio Strategist according to trade signals provided. Assembly Wealth directs the investment and reinvestment of the assets allocated to that Portfolio Strategist on a discretionary basis. We have discretionary authority to add or terminate the services of a Portfolio Strategist from the client’s account. Assembly Wealth can replace a Portfolio Strategist with a different Portfolio Strategist or replace a Portfolio Strategist with a Assembly Wealth directed strategy to direct the investment and reinvestment of the client’s assets. We select Portfolio Strategists based on information obtained by us from various sources and reviewed by our Investment Policy Committee. It is our goal to have a diversified group of manager strategies available, representing different asset classes and investment styles and philosophies. To be included in this group of available managers, all must go through our due diligence process. Managers are screened and selected using several criteria which include: • Manager or management team tenure and experience • Core tenets of the investment strategy and investment process • Performance relative to their peer group or benchmark • Expenses and costs of the manager Page 14  • Factors that determine the change of a portfolio manager may include: • Performance relative to applicable benchmark and/or relative to peers • Change of manager or management team • The closing of the strategy to new investments • Availability of portfolio • Material change in investment process, research process, and/or trading process • Administrative action filed by a regulatory body • Material change in ownership structure Advice on Certain Types of Investments. The following is a list of the general types of investments utilized in client accounts: • Exchange-listed securities (i.e. stocks) • Securities traded over-the-counter (i.e. stocks) • Fixed income securities (i.e. bonds) • Closed-End Funds and Exchange Traded Funds (ETFs) • Warrants • Corporate debt securities (other than commercial paper) • Commercial paper • Certificates of deposit • Municipal securities • Mutual fund shares • United States government securities • 529 Plans • Annuities When we are responsible for making all investment recommendations, we typically construct each client’s account holdings using stocks and Exchange Traded Funds (ETF’s) and cash equivalents. Some portfolios may utilize ETFs or other securities that use leverage in an attempt to improve long term returns. Leveraged products are considered risky. Some portfolios may utilize inverse ETFs or other securities. Inverse ETFs and mutual funds are designed to replicate the opposite direction of an index, often at a multiple. These ETFs often use a combination of futures, swaps, Page 15  short sales, and other derivatives to achieve these objectives. This increases the likelihood that a client may lose substantial amounts of money up to and including the entire account value. Mutual funds and exchange traded funds (ETFs) are offered by prospectus only. Investors should consider a fund’s investment objective, risks, charges, and expenses carefully before investing. The prospectus, which contains this and other important information, is available from your Advisor and should be read carefully before investing. We do not provide advice on options contracts on commodities, futures contracts on tangibles or intangibles. Participation in Wrap Fee Programs Assembly Wealth provides asset management services through our Assembly Wealth Wrap Fee Program. Under a wrap-fee program, Advisory services and transaction services are provided for one fee. This is different from non-wrap fee management programs whereby an investment firm’s services are provided for a fee, but transaction services are billed separately on a per-transaction basis. Currently, we only offer wrap-fee asset management services. Performance-Based Fees and Side-By-Side Management Assembly Wealth does not charge or accept performance-based fees. Regulators have defined performance-based fees as charging fees based on a share of capital gains on or capital appreciation of the assets held within a client’s account. Client Assets Managed • The amount of client assets managed by Assembly Wealth on a discretionary basis totaled $432,943,158 as of December 31, 2024. • The amount of client assets managed by Assembly Wealth on a non-discretionary basis totaled $0 as of December 31, 2024. Investment Strategies and Risk of Loss Investment Strategies Assembly Wealth uses the following investment strategies when managing client assets and/or providing investment advice: • Long term purchases. Investments held at least a year. • Short term purchases. Investments sold within a year. • Trading. Investments sold within 30 days. Risk of Loss Past performance is not indicative of future results. Therefore, you should never assume that future performance of any specific investment or investment strategy will be profitable. Investing in securities (including stocks, ETFs, mutual funds, and bonds) involves risk of loss. Further, depending on the different types of investments there may be varying degrees of risk. You should be prepared to bear investment loss including loss of original principal. Because of the inherent risk Page 16  of loss associated with investing, our Firm is unable to represent, guarantee, or even imply that our services and methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate you from losses due to market corrections or declines. There are certain additional risks associated when investing in securities through our investment management program: • Selection of Money Manager Strategies - When we are responsible for recommending the third- party investment advisor strategy signals to be used to manage your accounts, your investment with our Firm varies with the success and failure of our research, analysis and determination of which money manager portfolios to implement for our clients. If selected money manager strategies do not produce expected returns, the value of your account will decrease. • Management Risk - When we are responsible for selecting individual securities held in your account, your investment with our Firm varies with the success and failure of our investment strategies, research, analysis, and determination of portfolio securities. If investment strategies do not produce the expected returns, the value of your account will decrease. • Market Risk - The stock market may go down resulting in a decrease in the value of overall investments. This is also referred to as systemic risk • Equity (Stock) Market Risk - Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer. • Company Risk - When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced. • Fixed Income Risk - When investing in bonds, there is the risk that issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed- income investors receive set, regular payments that face the same inflation risk. Interest rates may go up resulting in a decrease in the value of the fixed income securities held by an account. • ETF and Mutual Fund Risk - When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. Clients will also incur brokerage Page 17  costs when purchasing ETFs. • International Investing Risk - International opportunities can present risk and unique concerns. Although emerging markets can offer stronger growth opportunities, they are often more volatile than developed markets. • Political Risk - Many parts of the world are undergoing immense changes, including the Middle East, parts of Asia, and Latin America. Some countries within these regions are not only new to capitalism, they are also new to democracy and the rights of workers as well as investors. Investors in developed countries must also be aware of potential political risks. Information Risk - Foreign countries have different views on the flow of news and information. Some nations embrace an open press, while others curb social media such as Twitter and Facebook. If you are investing in a country or region where the dissemination of information is curtailed by a political, military, or cultural leader, you may want to proceed with caution. • Currency / Liquidity Risk - Different parts of the globe may experience trouble with their currencies as a result of events investors can’t foresee or control. Investing overseas requires you to closely follow news and trends from various regions and keep a keen eye on potential currency fluctuations. • Cybersecurity Risk - Assembly and its service providers on whom it relies depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect clients and their managed assets, despite the effort Assembly and its service providers adopt in technologies, processes, and practices intended to mitigate these risks and protect the security of their computer systems, software, networks, and other technology assets, as well the confidentiality, integrity, and availability of information belonging to the clients and/or their investors. For example, unauthorized third parties may attempt to access, modify, disrupt the operations of or prevent access to these systems of Assembly and/or its service providers on whom Assembly relies for data within these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers, or other users of systems to disclose sensitive information and gain access to Assembly’s data or that of its clients. A successful penetration of the security of Assembly’s systems or its service providers on whom Assembly relies on could result in the loss or theft of a client’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such an incidence could cause Assembly or its service providers on whom it relies on to incur regulatory penalties, reputational damage additional compliance costs, or financial loss. • Business Continuity Risk - Assembly has adopted a business continuation strategy to maintain critical functions in the event of a partial or total building outage affecting our offices or a technical problem affecting applications, data centers, or networks. The recovery strategies are designed to limit the impact on clients from any business interruption or disaster. Nevertheless, our ability to conduct business can be curtailed by a disruption in the infrastructure that supports our operations. Page 18  • Public Health Risk - Assembly could be materially adversely affected by the widespread outbreak of infectious disease or other public health crises, including the COVID-19 pandemic. Public health crises such as the COVID-19 pandemic, together with any containment or other remedial measures undertaken or imposed, could cause significant interruptions in the operations of Assembly. • Market Disruptions; Government Intervention - In the recent past, the global financial markets have gone through fundamental disruptions that have led to extensive and unprecedented governmental intervention. These interventions have in certain cases been implemented on an emergency basis, suddenly and substantially eliminating market participants’ ability to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty, which has been detrimental to the efficient functioning of the markets as well as previously successful investment strategies. Managed assets may incur major losses in the event of disrupted markets and other extraordinary events which could negatively affect underlying investment exit strategies. Voting Client Securities Assembly Wealth will vote proxies on behalf of the client, unless voting rights are requested by the client in writing. To assist in the proxy voting process, Assembly Wealth engages the services of third- party vendor(s) (currently Broadridge) to vote shares. When voting proxy issues, Assembly Wealth will generally follow the guidelines and recommendations outlined in the Investment Manager Policy proxy guidelines from Glass Lewis. Assembly Wealth can vote differently than the recommendations of Glass Lewis if it is determined that doing so is in the best interest of clients Item 7 Client Information Provided to Portfolio Managers The Investment Advisor Representatives of Assembly Wealth are responsible for gathering information from clients. Investment Advisor Representatives will interview and work with clients to gather information needed relative to their investment objectives and needs in order to provide management services through the program. Clients need to contact their Investment Advisor Representative whenever there are changes to their financial situation that will impact or materially influence the way Assembly Wealth manages accounts. It is important for clients to reply and correspond in a timely manner with Assembly Wealth in order to provide updated financial information so that Assembly Wealth can make appropriate investment decisions. Item 8 Client Contact With Portfolio Managers There are no restrictions placed on clients’ ability to contact and consult with their Assembly Wealth Investment Advisor Representative. It is the policy of Assembly Wealth to provide an “open channel” of communication between Assembly Wealth Investment Advisor Representatives and their clients. Clients are encouraged to contact their Investment Advisor Representative whenever they have questions about the management of their account. When a Portfolio Strategist is selected for a client, the client does not typically communicate or interact with the Portfolio Strategist. Instead, Assembly Wealth, through our Investment Advisor Representatives, will serve as communication conduit between the Portfolio Strategist and the client if needed. Page 19  Item 9 Additional Information Disciplinary Information We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose. Other Financial Industry Activities and Affiliations Assembly Wealth is not and does not have a related company that is a (1) broker/dealer, municipal securities dealer, government securities dealer or broker, (2) investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund), (3) other investment advisor or financial planner, (4) futures commission merchant, commodity pool operator, or commodity trading advisor, (5) banking or thrift institution, (6) accountant or accounting firm, (7) lawyer or law firm, (8) insurance company or agency, (9) pension consultant, (10) real estate broker or dealer, or (11) sponsor or syndicator of limited partnerships. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Assembly Wealth and its supervised persons may buy or sell, for their personal accounts, investment products identical to those recommended to clients. Rule 204A-1 under the Investment Advisers Act of 1940 requires all investment advisors to establish, maintain and enforce a Code of Ethics. Assembly Wealth has established a Code of Ethics that will apply to all associated persons. An investment advisor is considered a fiduciary according to the Investment Advisers Act of 1940. As a fiduciary, it is an investment advisor’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all times. Assembly Wealth has a fiduciary duty to all clients. This fiduciary duty is considered the core underlying principle of the advisor’s Code of Ethics which also covers Insider Trading and Personal Securities Transactions Policies and Procedures. Assembly Wealth requires all of its supervised persons to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Upon employment or affiliation and at least annually thereafter, all supervised persons will sign an acknowledgement that they have read, understand and agree to comply with Assembly Wealth’s Code of Ethics. Assembly Wealth has the responsibility to make sure that the interests of all clients are placed ahead of Assembly Wealth’s or its supervised person’s own investment interest. Full disclosure of all material facts and potential conflicts of interest will be provided to clients prior to any services being conducted. Assembly Wealth and its supervised persons must conduct business in an honest, ethical and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of Assembly Wealth’s Code of Ethics. However, if a client or a potential client wishes to review Assembly Wealth’s Code of Ethics in its entirety, a copy will be provided promptly upon request. Assembly Wealth or our associated persons may buy or sell for their personal accounts, investment products identical to those recommended to clients. This creates a potential conflict of Page 20  interest. It is our express policy that all persons associated in any manner with our Firm must place the interests of our clients ahead of their own when implementing personal investments. Assembly Wealth and its associated persons shall not buy or sell securities for their personal account(s) where their decision is derived, in whole or in part, by information obtained as a result of employment or association with our Firm unless the information is also available to the investing public upon reasonable inquiry. In order to minimize this conflict of interest, securities recommended by Assembly Wealth are widely held and publicly traded. In accordance with our Code of Ethics (summarized above) our personnel are required to report holdings and transactions of certain reportable securities to the Firm for review and monitoring. Review of Accounts Accounts or the underlying investments held in client accounts managed directly by Assembly Wealth are reviewed no less often than quarterly. Assembly Wealth representatives will be available to discuss the management and performance of the client’s account and changes in the client’s situation which may have an impact on the management of the client’s account. Client Referrals and Other Compensation Client Referrals Assembly Wealth has entered into an agreement in which it compensates third-party intermediaries referred to as "promoters" for potential client referrals. Promoters introducing potential clients to Assembly Wealth will receive compensation in the form of a flat fee per referral that will be disclosed to referred investors by the promoter at the time of the introduction. Paid promoters used by Assembly Wealth are not clients of Assembly Wealth. Such compensation will be paid pursuant to a written agreement with the promoter and generally may be terminated by either party. The cost of any such fees will be borne entirely by advisor and not by any referred client. A paid promoter has an inherent incentive to refer potential clients to Assembly Wealth due to the compensation received for doing so. Other Compensation Please refer to Item 4 for a description of the economic benefits received from Charles Schwab. We may from time to time receive gifts, entertainment, expense reimbursement for travel and/or marketing expenses from (1) third-party investment advisors providing money manager services, (2) distributors of investment products and (3) insurance companies. Travel expense reimbursements are typically a result of attendance at due diligence and/or investment training events hosted by product sponsors. Marketing expense reimbursements are typically the result of informal expense sharing arrangements in which product sponsors may underwrite costs incurred for marketing such as advertising, publishing, and seminar expenses. Although receipt of gifts, entertainment, travel, and marketing expense reimbursements are not predicated upon specific sales quotas or based on a recommendation of their products to our clients or in anticipation of us recommending their products to clients. Our receipt of such benefits creates a conflict of interest in that there is an incentive to recommend certain money manager programs, products and investments based on the receipt of this compensation. We attempt to control for this conflict by always basing Page 21  investment decisions on the individual needs of our clients. Financial Information This item is not applicable to this brochure. Assembly Wealth does not require or solicit prepayment of more than $1200 in fees per client, six months or more in advance. Therefore, we are not required to include a balance sheet for our most recent fiscal year. Assembly Wealth is not subject to a financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Finally, Assembly Wealth has not been the subject of a bankruptcy petition at any time. Page 22 

Part 2A of Form ADV: Firm Brochure WrapManager, Inc. dba Assembly Wealth 319 Miller Avenue Mill Valley, CA 94941 415-541-7774 www.letsassemble.com March 27, 2025 This brochure provides information about the qualifications and business practices of Assembly Wealth. If you have any questions about the contents of this brochure, please contact us at 415-541-7774 or compliance@letsassemble.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. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. Additional information about Assembly Wealth also is available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 108834.  Item 2 Material Changes Since the last filing of our brochure on March 26, 2024, Assembly has made the following material change to this brochure. Item 5: Assembly updated its fees associated with Financial Planning Page 2  Item 3 Table of Contents Item 1 Cover Page 1 Item 2 Material Changes 2 Item 3 Table of Contents 3 Item 4 Advisory Business 4 Item 5 Fees and Compensation 6 Item 6 Performance-Based Fees and Side-By-Side Management 8 Item 7 Types of Clients 8 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss 8 Item 9 Disciplinary Information 11 Item 10 Other Financial Industry Activities and Affiliations 11 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 12 Item 12 Brokerage Practices 13 Item 13 Review of Accounts 14 Item 14 Client Referrals and Other Compensation 14 Item 15 Custody 15 Item 16 Investment Discretion 15 Item 17 Voting Client Securities 15 Item 18 Financial Information 16 Page 3  Item 4 Advisory Business WrapManager, Inc, doing business as Assembly Wealth (“Assembly Wealth”;”we”;”our firm”), is a SEC- registered investment adviser with its principal place of business located in CA. WrapManager, Inc. d/b/a Assembly Wealth began conducting business in 2000. Listed below are the firm's principal shareholders (i.e., those individuals and/or entities controlling 25% or more of this company). • Gabriel F. Burczyk, CEO Assembly Wealth offers the following advisory services to our clients: INVESTMENT SUPERVISORY SERVICES (“ISS”) INDIVIDUAL PORTFOLIO MANAGEMENT Our firm provides continuous advice to a client regarding the investment of client funds based on the individual needs of the client implemented within the Assembly Wealth Wrap Fee Program as described in detail in our Wrap Fee Brochure. Through personal discussions in which goals and objectives based on a client's particular circumstances are established, we develop a client's personal investment policy and create and manage a portfolio based on that policy. During our data-gathering process, we determine the client's individual objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we also review and discuss a client's prior investment history, as well as family composition and background. We manage these advisory accounts on a discretionary basis. Account supervision is guided by the client's stated objectives (i.e., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Our investment recommendations are not limited to any specific product or service offered by a broker- dealer or insurance company and will generally include advice regarding the following securities: • Exchange-listed securities (i.e. stocks) • Securities traded over-the-counter (i.e. stocks) • Fixed income securities (i.e. bonds) • Closed-End Funds and Exchange Traded Funds (ETFs) • Warrants • Corporate debt securities (other than commercial paper) • Commercial paper • Certificates of deposit • Municipal securities Page 4  • Mutual fund shares • United States government securities • 529 Plans • Annuities Because some types of investments involve certain additional degrees of risk, they will only be implemented/recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. FINANCIAL PLANNING SERVICES (STAND-ALONE) We provide financial planning services. Financial planning is a comprehensive evaluation of a client's current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. Through the financial planning process, all questions, information and analysis are considered as they impact and are impacted by the entire financial and life situation of the client. Clients purchasing this service receive a written report which provides the client with a detailed financial plan designed to assist the client achieve his or her financial goals and objectives. In general, the financial plan can address any or all of the following areas: • PERSONAL: We review family records, budgeting, personal liability, estate information and financial goals. • TAX & CASH FLOW: We analyze the client's income tax and spending and planning for past, current and future years; then illustrate the impact of various investments on the client's current income tax and future tax liability. • INVESTMENTS: We analyze investment alternatives and their effect on the client's portfolio. • INSURANCE: We review existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home and automobile. • RETIREMENT: We analyze current strategies and investment plans to help the client achieve his or her retirement goals. • DEATH & DISABILITY: We review the client's cash needs at death, income needs of surviving dependents, estate planning and disability income. • ESTATE: We assist the client in assessing and developing long-term strategies, including as appropriate, living trusts, wills, review estate tax, powers of attorney, asset protection plans, nursing homes, Medicaid and elder law. We gather required information through in-depth personal interviews. Information gathered includes the client's current financial status, tax status, future goals, returns objectives and Page 5  attitudes towards risk. We carefully review documents supplied by the client and prepare a written report. Should the client choose to implement the recommendations contained in the plan, we suggest the client work closely with his/her attorney, accountant, insurance agent, and/or advisor. Implementation of financial plan recommendations is entirely at the client's discretion. We also provide general non-securities advice on topics that may include tax and budgetary planning, estate planning and business planning. Typically the financial plan is presented to the client within six months of the contract date, provided that all information needed to prepare the financial plan has been promptly provided. See Item 5 for fees and compensation. AMOUNT OF MANAGED ASSETS As of 12/31/2024, we were actively managing $432,943,158 of clients' assets on a discretionary basis within our Assembly Wealth Wrap Fee Program. Item 5 Fees and Compensation INVESTMENT SUPERVISORY SERVICES ("ISS") INDIVIDUAL PORTFOLIO MANAGEMENT FEES Our annual fees for Investment Supervisory Services are based upon a percentage of assets under management with a maximum fee of 2.0% as described in our Wrap Fee Program Brochure. Wrap Fee Program fees are assessed in advance, at the beginning of each quarter based upon the fair market value of the client's account at the end of the previous billing period. Fees will be debited from the account in accordance with the client authorization in the Client Services Agreement. A minimum of $500,000 of assets under management is required for this service. This account size may be negotiable under certain circumstances. Assembly Wealth may group certain related client accounts for the purposes of achieving the minimum account size and determining the annualized fee. We retain the discretion to negotiate alternative fees on a client-by-client basis. Client facts, circumstances and needs are considered in determining the fee schedule. These include the complexity of the client, assets to be placed under management, anticipated future additional assets; related accounts; portfolio style, account composition, reports, among other factors. The specific annual fee schedule is identified in the contract between the adviser and each client. We may group certain related client accounts for the purposes of achieving the minimum account size requirements and determining the annualized fee. Discounts, not generally available to our advisory clients, may be offered to family members and friends of associated persons of our firm. Page 6  FINANCIAL PLANNING FEES Assembly Wealth’s Financial Planning fee is determined based on the nature of the services being provided and the complexity of each client's circumstances. All fees are agreed upon prior to entering into a contract with any client. Our Financial Planning fees are calculated and charged on an hourly basis, ranging from $125 to $250 per hour for paraplanner, $250 to $475 per hour for certified financial planner, and $600 to $1,200 per hour for senior advisor. Although the length of time it will take to provide a Financial Plan will depend on each client's personal situation, we will provide an estimate for the total hours at the start of the advisory relationship. Our Financial Planning fees are calculated and charged on a fixed fee basis, typically ranging from $2,500 to $5,000, depending on the specific arrangement reached with the client. We may request a retainer upon completion of our initial fact-finding session with the client; however, advance payment will never exceed $1200 for work that will not be completed within six months. The balance is due upon completion of the plan. GENERAL INFORMATION Termination of the Advisory Relationship: A client agreement may be canceled at any time, by either party, for any reason upon receipt of written notice. Upon termination of any account, any prepaid, unearned fees will be promptly refunded. Mutual Fund Fees: All fees paid to Assembly Wealth for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Wrap Fee Programs: Clients participating in separately managed account programs may be charged various program fees in addition to the advisory fee charged by our firm. Such fees may include the investment advisory fees of the independent advisers, which may be charged as part of a wrap fee arrangement. In a wrap fee arrangement, clients pay a single fee for advisory, brokerage and custodial services. Client's portfolio transactions may be executed without commission charge in a wrap fee arrangement. In evaluating such an arrangement, the client should also consider that, depending upon the level of the wrap fee charged by the custodian, the amount of portfolio activity in the client's account, and other factors, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately. We will review with clients any separate program fees that may be charged to clients. Page 7  Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians, including, but not limited to, any transaction charges imposed by a custodian with which an independent investment manager effects transactions for the client's account(s). Please refer to the "Brokerage Practices" section (Item 12) of this Form ADV for additional information. Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees in excess of $1200 more than six months in advance of services rendered. Item 6 Performance-Based Fees and Side-By-Side Management Assembly Wealth does not charge performance-based fees. Item 7 Types of Clients Assembly Wealth provides advisory services to the following types of clients: Individuals • • High-Net Worth Individuals • Pension and profit-sharing plans • Trusts, estates, or charitable organizations • Corporations or business entities other than those listed above As previously disclosed in Item 5, our firm has established certain initial minimum account requirements, based on the nature of the service(s) being provided. For a more detailed understanding of those requirements, please review the disclosures provided in each applicable service. As previously disclosed in Item 5, our firm has established certain minimum account requirements to maintain an account, based on the nature of the service(s) being provided. For a more detailed understanding of those requirements, please review the disclosures provided in each applicable service. As previously disclosed in Item 5, our firm has established certain minimum account requirements to maintain an account, based on the nature of the service(s) being provided. For a more detailed understanding of those requirements, please review the disclosures provided in each applicable service. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS Page 8  We use the following methods of analysis in formulating our investment advice and/or managing client assets: Asset Allocation. Rather than focusing primarily on securities selection, we attempt to identify an appropriate ratio of securities, fixed income, and cash suitable to the client's investment goals and risk tolerance. A risk of asset allocation is that the client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the ratio of securities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, will no longer be appropriate for the client's goals. Risks for all forms of analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly-available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. INVESTMENT STRATEGIES We use the following strategy(ies) in managing client accounts, provided that such strategy(ies) are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Long-term purchases. We purchase securities with the idea of holding them in the client's account for a year or longer. Typically we employ this strategy when: • we believe the securities to be currently undervalued, and/or • we want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Short-term purchases. When utilizing this strategy, we purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. A short-term purchase strategy poses risks should the anticipated price swing not materialize; we are then left with the option of having a long-term investment in a security that was designed to be a short- term purchase, or potentially taking a loss. In addition, this strategy involves more frequent trading than does a longer-term strategy, and will Page 9  result in increased brokerage and other transaction-related costs, as well as less favorable tax treatment of short-term capital gains. Trading. We purchase securities with the idea of selling them very quickly (typically within 30 days or less). We do this in an attempt to take advantage of our predictions of brief price swings. Utilizing a trading strategy creates the potential for sudden losses if the anticipated price swing does not materialize. Moreover, under those circumstances, we are left with few options: • having a long-term investment in a security that was designed to be a short-term purchase, or the potential of having to taking a loss. • In addition, because this strategy involves more frequent trading than does a longer-term strategy, there will be a resultant increase in brokerage and other transaction-related costs, as well as less favorable tax treatment of short-term capital gains. GENERAL RISKS Risk of Loss. Securities investments are not guaranteed, and you may lose some or all of your money on your investments. Such investments are subject to investment-specific price fluctuations as well as to macro-economic, market and industry-specific conditions, including, but not limited to, national and international economic conditions, domestic and international financial policies and performance, conditions affecting particular investments such as the financial viability, sales and product lines of corporate issues, national and international politics and government events, and changes in income tax laws. In addition, Assembly’s ability to vary their investments portfolios in response to changing economic, financial, and investment conditions may be limited. All investors should be prepared to bear these risks. No guarantee or representation is made that investments will be successful, and investment results may vary substantially over time. Past results are not necessarily indicative of future performance. We ask that you work with us to help us understand your tolerance for risk. Cybersecurity Risk. Assembly and its service providers on whom it relies depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect clients and their managed assets, despite the effort Assembly and its service providers adopt in technologies, processes, and practices intended to mitigate these risks and protect the security of their computer systems, software, networks, and other technology assets, as well the confidentiality, integrity, and availability of information belonging to the clients and/or their investors. For example, unauthorized third parties may attempt to access, modify, disrupt the operations of or prevent access to these systems of Assembly and/or its service providers on whom Assembly relies for data within these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers, or other users of systems to disclose sensitive information and gain access to Assembly’s data or that of its clients. A successful penetration of the security of Assembly’s systems or its service providers on whom Assembly relies on could result in the loss or theft of a client’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such an Page 10  incidence could cause Assembly or its service providers on whom it relies on to incur regulatory penalties, reputational damage additional compliance costs, or financial loss. Business Continuity Risk. Assembly has adopted a business continuation strategy to maintain critical functions in the event of a partial or total building outage affecting our offices or a technical problem affecting applications, data centers, or networks. The recovery strategies are designed to limit the impact on clients from any business interruption or disaster. Nevertheless, our ability to conduct business can be curtailed by a disruption in the infrastructure that supports our operations. Public Health Risk. Assembly could be materially adversely affected by the widespread outbreak of infectious disease or other public health crises, including the COVID-19 pandemic. Public health crises such as the COVID-19 pandemic, together with any containment or other remedial measures undertaken or imposed, could cause significant interruptions in the operations of Assembly. Market Disruptions; Government Intervention. In the recent past, the global financial markets have gone through fundamental disruptions that have led to extensive and unprecedented governmental intervention. These interventions have in certain cases been implemented on an emergency basis, suddenly and substantially eliminating market participants’ ability to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty, which has been detrimental to the efficient functioning of the markets as well as previously successful investment strategies. Managed assets may incur major losses in the event of disrupted markets and other extraordinary events which could negatively affect underlying investment exit strategies. Item 9 Disciplinary Information We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose. Item 10 Other Financial Industry Activities and Affiliations Clients should be aware that the receipt of additional compensation by Assembly Wealth and its management persons or employees creates a conflict of interest that may impair the objectivity of our firm and these individuals when making advisory recommendations. Assembly Wealth endeavors at all times to put the interest of its clients first as part of our fiduciary duty as a registered investment adviser; we take the following steps to address this conflict: • we disclose to clients that they are not obligated to purchase recommended investment products from our employees or affiliated companies; • we collect, maintain and document accurate, complete and relevant client background information, including the client's financial goals, objectives and risk tolerance; • we require that our employees seek prior approval of any outside employment activity so Page 11  that we may ensure that any conflicts of interests in such activities are properly addressed; and • we educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Our firm has adopted a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. Assembly Wealth and our personnel owe a duty of loyalty, fairness and good faith towards our clients, and have an obligation to adhere not only to the specific provisions of the Code of Ethics but to the general principles that guide the Code. Our Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports as well as initial and annual securities holdings reports that must be submitted by the firm's access persons. Among other things, our Code of Ethics also requires the prior approval of any acquisition of securities in a limited offering (e.g., private placement) or an initial public offering. Our code also provides for oversight, enforcement and recordkeeping provisions. Assembly Wealth's Code of Ethics further includes the firm's policy prohibiting the use of material non- public information. While we do not believe that we have any particular access to non-public information, all employees are reminded that such information may not be used in a personal or professional capacity. A copy of our Code of Ethics is available to our advisory clients and prospective clients. You may request a copy by email sent to compliance@letsassemble.com, or by calling us at 415-541- 7774. Assembly Wealth and individuals associated with our firm are prohibited from engaging in principal transactions. Assembly Wealth and individuals associated with our firm are prohibited from engaging in agency cross transactions. Our Code of Ethics is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Our firm and/or individuals associated with our firm may buy or sell for their personal accounts securities identical to or different from those recommended to our clients. In addition, any related Page 12  person(s) may have an interest or position in a certain security(ies) which may also be recommended to a client. Item 12 Brokerage Practices Assembly Wealth does not have any soft-dollar arrangements and does not receive any soft- dollar benefits. Assembly Wealth may recommend that clients establish brokerage accounts with the Schwab Institutional division of Charles Schwab & Co., Inc. ("Schwab"), a FINRA registered broker- dealer, member SIPC, to maintain custody of clients' assets and to effect trades for their accounts. Although we may recommend that clients establish accounts at Schwab in order to participate in our Assembly Wealth Wrap Fee Program, it is the client's decision to custody assets with Schwab. Assembly Wealth is independently owned and operated and not affiliated with Schwab. Schwab provides Assembly Wealth with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. Schwab's brokerage services include the execution of securities transactions, custody, research, 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 our client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated through commissions and other transaction- related or asset- based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab Institutional also makes available to our firm other products and services that benefit Assembly Wealth but may not directly benefit our clients' accounts. Many of these products and services may be used to service all or some substantial number of our client accounts, including accounts not maintained at Schwab. Schwab's products and services that assist us in managing and administering our clients' accounts include software and other technology that I. II. III. IV. V. provide access to client account data (such as trade confirmations and account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; provide research, pricing and other market data; facilitate payment of our fees from clients' accounts; and assist with back-office functions, recordkeeping and client reporting. Schwab Institutional also offers other services intended to help us manage and further develop our business enterprise. These services may include: I. II. III. compliance, legal and business consulting; publications and conferences on practice management and business succession; and access to employee benefits providers, human capital consultants and insurance Page 13  providers. Schwab may make available, arrange and/or pay third-party vendors for the types of services rendered to Assembly Wealth. Schwab Institutional 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 our firm. Schwab Institutional may also provide other benefits such as educational events or occasional business entertainment of our personnel. In evaluating whether to recommend or require that clients custody their assets at Schwab, we may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors we consider and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. Item 13 Review of Accounts INVESTMENT SUPERVISORY SERVICES ("ISS") INDIVIDUAL PORTFOLIO MANAGEMENT REVIEWS: While the underlying securities within Individual Portfolio Management Services accounts are continually monitored, these accounts are reviewed in the context of each client's stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment as described in our Wrap Fee Program Brochure. FINANCIAL PLANNING SERVICES REVIEWS: While reviews may occur at different stages depending on the nature and terms of the specific engagement, typically no formal reviews will be conducted for Financial Planning clients unless otherwise contracted for. REPORTS: Financial Planning clients will receive a completed financial plan. Additional reports will not typically be provided unless otherwise contracted for. Item 14 Client Referrals and Other Compensation CLIENT REFERRALS Our firm may pay referral fees to independent persons or firms ("Promoters") for introducing clients to us. Whenever we pay a referral fee, we require the Promoter to provide the prospective client with a copy of our Firm Brochure and a separate disclosure statement that includes the following information: the Promoter's name and relationship with our firm; the fact that the Promoter is being paid a referral fee; the amount of the fee; and • • • • whether the fee paid to us by the client will be increased above our normal fees in order Page 14  to compensate the promoter. As a matter of firm practice, the advisory fees paid to us by clients referred by solicitors are not increased as a result of any referral. It is Assembly Wealth’s policy not to accept or allow our related persons to accept any form of compensation, including cash, sales awards or other prizes, from a non-client in conjunction with the advisory services we provide to our clients. Item 15 Custody We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that our firm directly debits advisory fees from client accounts for Wrap Fee Program clients. As part of this billing process, the client's custodian is advised of the amount of the fee to be deducted from that client's account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if they believe that there may be an error in their statement. Our firm does not have actual or constructive custody of client accounts. Item 16 Investment Discretion Clients may hire us to provide discretionary asset management services, in which case we place trades in a client's account without contacting the client prior to each trade to obtain the client's permission within our Assembly Wealth Wrap Fee Program. Our discretionary authority includes the ability to do the following without contacting the client: • Determine the security to buy or sell; and/or • Determine the amount of the security to buy or sell Clients give us discretionary authority when they sign a discretionary agreement with our firm, and may limit this authority by giving us written instructions. Clients may also change/amend such limitations by once again providing us with written instructions. Item 17 Voting Client Securities Assembly Wealth will vote proxies on behalf of a contracted Wrap Fee Program client for assets within the Wrap Fee Program, unless voting rights are requested by the client in writing. To assist in the proxy voting process, Assembly Wealth engages the services of third-party vendor(s) (currently Broadridge) to vote shares. When voting proxy issues, Assembly Wealth will generally Page 15  follow the guidelines and recommendations outlined in the Investment Manager Policy proxy guidelines from Glass Lewis. Assembly Wealth can vote differently than the recommendations of Glass Lewis if it is determined that doing so is in the best interest of clients Item 18 Financial Information As an advisory firm that maintains discretionary authority for Wrap Fee Program client accounts, we are also required to disclose any financial condition that is reasonable likely to impair our ability to meet our contractual obligations. Assembly Wealth has no such financial circumstances to report. Under no circumstances do we require or solicit payment of fees in excess of $1200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. Assembly Wealth has not been the subject of a bankruptcy petition at any time during the past ten years. Page 16