BAY RIVERS GROUP WEALTH PARTNERS

Bay Rivers Group Wealth Partners Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Bay Rivers Group Wealth Partners. If you have any questions about the contents of this brochure, please contact us at (757) 259-2450 or by email at: abroderick@bayriversgroup.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Bay Rivers Group Wealth Partners is also available on the SEC’s website at www.adviserinfo.sec.gov. Bay Rivers Group Wealth Partners’ CRD number is: 290095. 5107 Center Street B1 Williamsburg, VA 23188 (757) 259-2450 abroderick@bayriversgroup.com https://www.bayriversgroup.com Registration does not imply a certain level of skill or training. Version Date: 01/05/2026 i  Item 2: Material Changes The material changes in this brochure from the last annual updating amendment of Bay Rivers Group Wealth Partners on 01/06/2025, are described below. Material changes relate to Bay Rivers Group Wealth Partners’ policies, practices or conflicts of interests. • Bay Rivers Group Wealth Partners has updated its Assets Under Management. (Item 4E) ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes .......................................................................................................................................................................................... ii Item 3: Table of Contents ......................................................................................................................................................................................... iii Item 4: Advisory Business ......................................................................................................................................................................................... 5 A. Description of the Advisory Firm................................................................................................................................................................... 5 B. Types of Advisory Services.............................................................................................................................................................................. 5 C. Client Tailored Services and Client Imposed Restrictions .......................................................................................................................... 6 D. Wrap Fee Programs .......................................................................................................................................................................................... 7 E. Assets Under Management .............................................................................................................................................................................. 7 Item 5: Fees and Compensation ................................................................................................................................................................................ 7 A. Fee Schedule ...................................................................................................................................................................................................... 7 B. Payment of Fees................................................................................................................................................................................................. 8 C. Client Responsibility For Third Party Fees .................................................................................................................................................... 9 D. Prepayment of Fees .......................................................................................................................................................................................... 9 E. Outside Compensation For the Sale of Securities to Clients ........................................................................................................................ 9 Item 6: Performance-Based Fees and Side-By-Side Management ...................................................................................................................... 10 Item 7: Types of Clients ........................................................................................................................................................................................... 10 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ................................................................................................................. 10 A. Methods of Analysis and Investment Strategies ................................................................................................................................ 10 B. Material Risks Involved ........................................................................................................................................................................ 11 C. Risks of Specific Securities Utilized ..................................................................................................................................................... 13 Item 9: Disciplinary Information ............................................................................................................................................................................ 14 A. Criminal or Civil Actions ...................................................................................................................................................................... 14 B. Administrative Proceedings ................................................................................................................................................................. 14 C. Self-regulatory Organization (SRO) Proceedings .............................................................................................................................. 14 Item 10: Other Financial Industry Activities and Affiliations ............................................................................................................................. 15 A. Registration as a Broker/Dealer or Broker/Dealer Representative ................................................................................................ 15 B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor ................. 15 C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests ............................................ 15 D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections .................................. 16 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................................................................... 16 A. Code of Ethics ......................................................................................................................................................................................... 16 B. Recommendations Involving Material Financial Interests ............................................................................................................... 16 C. Investing Personal Money in the Same Securities as Clients ............................................................................................................ 17 D. Trading Securities At/Around the Same Time as Clients’ Securities ............................................................................................. 17 Item 12: Brokerage Practices.................................................................................................................................................................................... 17 A. Factors Used to Select Custodians and/or Broker/Dealers ............................................................................................................. 17 1. Research and Other Soft-Dollar Benefits ........................................................................................................................................ 17 iii  2. Brokerage for Client Referrals ......................................................................................................................................................... 18 3. Clients Directing Which Broker/Dealer/Custodian to Use ........................................................................................................ 18 B. Aggregating (Block) Trading for Multiple Client Accounts ............................................................................................................. 18 Item 13: Review of Accounts ................................................................................................................................................................................... 18 A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews ............................................................................... 18 B. Factors That Will Trigger a Non-Periodic Review of Client Accounts ............................................................................................ 19 C. Content and Frequency of Regular Reports Provided to Clients ..................................................................................................... 19 Item 14: Client Referrals and Other Compensation ............................................................................................................................................. 19 A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) ...... 19 B. Compensation to Non – Advisory Personnel for Client Referrals ................................................................................................... 20 Item 15: Custody ....................................................................................................................................................................................................... 20 Item 16: Investment Discretion ............................................................................................................................................................................... 21 Item 17: Voting Client Securities (Proxy Voting) .................................................................................................................................................. 21 Item 18: Financial Information ................................................................................................................................................................................ 21 A. Balance Sheet .......................................................................................................................................................................................... 21 B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients ............................... 21 C. Bankruptcy Petitions in Previous Ten Years ...................................................................................................................................... 21 iv  Item 4: Advisory Business A. Description of the Advisory Firm Bay Rivers Group Wealth Partners (hereinafter “BRGWP”) is a Corporation organized in the State of Virginia. The firm was formed in March 2017, and the principal owners are Alan Broderick, Bruce Lemley and Charles Lucy. B. Types of Advisory Services Portfolio Management Services BRGWP offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. BRGWP creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels) and then constructs a plan to aid in the selection of a portfolio that matches each client’s specific situation. Portfolio management services include, but are not limited to, the following: • • • Investment strategy Asset allocation Risk tolerance • • • Personal investment policy Asset selection Regular portfolio monitoring BRGWP evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. BRGWP will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. BRGWP seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of BRGWP’s economic, investment or other financial interests. To meet its fiduciary obligations, BRGWP attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, BRGWP’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is BRGWP’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. BRGWP may direct clients to third-party investment advisers to manage all or a portion of the client’s assets. Before selecting other advisers for clients, BRGWP will always ensure those other advisers are properly licensed or registered as an investment adviser. BRGWP then makes investments with a third-party investment adviser by referring the client to the third-party adviser. BRGWP will not review the ongoing performance of the third- party adviser as a portion of the client’s portfolio. 5  529 Plan Account Services 529 college savings plans are offered by 49 states and the District of Columbia. 529 plans may be offered in two versions, direct-sold and advisor-sold. Direct-sold 529 plans are available directly from the state, while advisor-sold 529 plans are available through investment advisors. BRGWP will help facilitate the initial set-up of the account, and will offer recommendations and advice, on an ongoing basis, to direct-sold 529 plan accounts based on the individual goals, objectives, time horizon, and risk tolerance of each client. BRGWP does not exercise discretion, nor will it execute transactions on behalf of the client in direct-sold 529 accounts. Financial Planning Financial plans and financial planning may include, but are not limited to: investment planning; life insurance; tax concerns; retirement planning; college planning; and debt/credit planning. If BRGWP recommends an estate plan as a component of the client’s overall financial plan, BRGWP will use the services of EncorEstate Plans (“Encor”). BRGWP will coordinate the creation of the client’s estate planning documents through Encor and their team of professionals. Encor and BRGWP are not affiliated. Services Limited to Specific Types of Investments BRGWP generally limits its investment advice to mutual funds, fixed income securities, insurance products including annuities, equities, ETFs (including ETFs in the gold and precious metal sectors) and treasury inflation protected/inflation linked bonds. BRGWP may use other securities as well to help diversify a portfolio when applicable. C. Client Tailored Services and Client Imposed Restrictions BRGWP will tailor a program for each individual client. This will include an interview session to get to know the client’s specific needs and requirements as well as a plan that will be executed by BRGWP on behalf of the client. BRGWP may use model allocations together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent BRGWP from properly servicing the client account, or if the restrictions would require BRGWP to deviate from its standard suite of services, BRGWP reserves the right to end the relationship. 6  D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. BRGWP does not participate in any wrap fee programs. E. Assets Under Management BRGWP has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $ 322,131,587 $ 4,073,762 December 2025 Item 5: Fees and Compensation A. Fee Schedule Portfolio Management Fees Total Assets Under Management Annual Fees $0 - $500,000 1.50% $500,001 - $4,000,000 1.35% $4,000,001 – $10,000,000 1.00% 0.70% $10,000,001 – And Up The advisory fee is calculated using the value of the assets in the Account on the last business day of the prior billing period. These fees are generally negotiable and the final fee schedule is attached as Exhibit II of the Investment Advisory Contract. Clients may terminate the agreement without penalty for a full refund of BRGWP’s fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 7 days written notice. Selection of Other Advisers Fees BRGWP will receive its standard fee on top of the fee paid to the third party adviser. His relationship will be memorialized in the contract between client/BRGWP and in the contract between client/third-party advisor. Specifically, BRGWP may direct clients to CAPRIN. These fees are negotiable. 7  529 Plan Account Services Fees The fee for 529 Plan Account Services is .50% annually. This fee is generally negotiable and the final fee will be memorialized as Exhibit II of the Investment Advisory Contract. Clients may terminate the agreement without penalty for a full refund of BRGWP’s fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 7 days written notice. Financial Planning Fees Fixed Fees The negotiated fixed rate for creating client financial plans is between $500 and $5,000. Hourly Fees The negotiated hourly fee for these services is between $250 and $500. When BRGWP utilizes Encor for estate planning documents there will be an additional fee between $300 to $1,500. Clients may terminate the agreement without penalty, for full refund of BRGWP’s fees, within five business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement generally upon written notice. B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client’s accounts with client’s written authorization on a monthly basis. Fees are paid in advance. Payment of Selection of Other Advisers Fees Fees for selection of CAPRIN as third-party adviser may be invoiced and billed directly to the client on a quarterly basis in advance. Fees are paid quarterly in advance. Payment of 529 Plan Account Services Fees Fees for advice and recommendations on direct-sold 529 plan accounts may be invoiced and billed directly to the client on a quarterly basis. Fees are paid quarterly in advance. Payment of Financial Planning Fees 8  Financial planning fees are paid via check. Fixed financial planning fees are paid 100% in advance, but never more than six months in advance. Hourly financial planning fees are paid 100% in advance, but never more than six months in advance. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by BRGWP. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees BRGWP collects fees in advance. Refunds for fees paid in advance will be returned within fourteen days to the client via check, or return deposit back into the client’s account. For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. For hourly fees that are collected in advance, the fee refunded will be the balance of the fees collected in advance minus the hourly rate times the number of hours of work that has been completed up to and including the day of termination. E. Outside Compensation For the Sale of Securities to Clients Alan Lawrence Broderick, is a registered representative of a broker-dealer. Alan Lawrence Broderick and Bruce Albert Lemley are also insurance agents. In these roles, they accept compensation for the sale of investment products to BRGWP clients. 1. This is a Conflict of Interest Supervised persons may accept compensation for the sale of investment products, including asset based sales charges or service fees from the sale of mutual funds to BRGWP’s clients. This presents a conflict of interest and gives the supervised person an incentive to recommend products based on the compensation received rather than on the client’s needs. When recommending the sale of investment products for which 9  the supervised persons receives compensation, BRGWP will document the conflict of interest in the client file and inform the client of the conflict of interest. 2. Clients Have the Option to Purchase Recommended Products From Other Brokers Clients always have the option to purchase BRGWP recommended products through other brokers or agents that are not affiliated with BRGWP. 3. Commissions are not BRGWP’s primary source of compensation for advisory services Commissions are not BRGWP’s primary source of compensation for advisory services. 4. Advisory Fees in Addition to Commissions or Markups Advisory fees that are charged to clients are not reduced to offset the commissions or markups on investment products recommended to clients. Item 6: Performance-Based Fees and Side-By-Side Management BRGWP does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients BRGWP generally provides advisory services to the following types of clients: ❖ ❖ Individuals High-Net-Worth Individuals There is no account minimum for any of BRGWP’s services. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis BRGWP’s methods of analysis include Charting analysis, Cyclical analysis, Fundamental analysis, Modern portfolio theory and Technical analysis. 10  Charting analysis involves the use of patterns in performance charts. BRGWP uses this technique to search for patterns used to help predict favorable conditions for buying and/or selling a security. Cyclical analysis involves the analysis of business cycles to find favorable conditions for buying and/or selling a security. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various asset. Technical analysis involves the analysis of past market data; primarily price and volume. Investment Strategies BRGWP uses long term trading, short term trading, margin transactions and options trading (including covered options, uncovered options, or spreading strategies). Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Charting analysis strategy involves using and comparing various charts to predict long and short term performance or market trends. The risk involved in using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are two- fold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. 11  Modern portfolio theory assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. Investment Strategies BRGWP’s use of margin transactions and options trading generally holds greater risk, and clients should be aware that there is a material risk of loss using any of those strategies. Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Margin transactions use leverage that is borrowed from a brokerage firm as collateral. When losses occur, the value of the margin account may fall below the brokerage firm’s threshold thereby triggering a margin call. This may force the account holder to either allocate more funds to the account or sell assets on a shorter time frame than desired. Options transactions involve a contract to purchase a security at a given price, not necessarily at market value, depending on the market. This strategy includes the risk that an option may expire out of the money resulting in minimal or no value, as well as the possibility of leveraged loss of trading capital due to the leveraged nature of stock options. Selection of Other Advisers: BRGWP’s selection process cannot ensure that money managers will perform as desired and BRGWP will have no control over the day-to-day operations of any of its selected money managers. BRGWP would not necessarily be aware of certain activities at the underlying money manager level, including without limitation a money manager’s engaging in unreported risks, investment “style drift” or even regulatory breaches or fraud. Short term trading risks include liquidity, economic stability, and inflation, in addition to the long term trading risks listed above. Frequent trading can affect investment 12  performance, particularly through increased brokerage and other transaction costs and taxes. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized BRGWP’s use of margin transactions and options trading generally holds greater risk of capital loss. Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other 13  precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. Annuities are a retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on investment later in the future. Annuities are contracts issued by a life insurance company designed to meet requirement or other long-term goals. An annuity is not a life insurance policy. Variable annuities are designed to be long-term investments, to meet retirement and other long-range goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges may apply if you withdraw your money early. Variable annuities also involve investment risks, just as mutual funds do. Options are contracts to purchase a security at a given price, risking that an option may expire out of the money resulting in minimal or no value. An uncovered option is a type of options contract that is not backed by an offsetting position that would help mitigate risk. The risk for a “naked” or uncovered put is not unlimited, whereas the potential loss for an uncovered call option is limitless. Spread option positions entail buying and selling multiple options on the same underlying security, but with different strike prices or expiration dates, which helps limit the risk of other option trading strategies. Option transactions also involve risks including but not limited to economic risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation (purchasing power) risk and interest rate risk. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. 14  Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative As a registered representative of Purshe Kaplan Sterling Investments, Alan Lawrence Broderick accepts compensation for the sale of securities. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither BRGWP nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Alan Lawrence Broderick is a registered representative of Purshe Kaplan Sterling Investments and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. BRGWP always acts in the best interest of the client, including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of BRGWP in such individual’s capacity as a registered representative. Alan Lawrence Broderick is an independent licensed insurance agent, and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. BRGWP always acts in the best interest of the client; including the sale of commissionable products to advisory clients. Clients are in no way required to utilize the services of any representative of BRGWP in connection with such individual’s activities outside of BRGWP. Bruce Albert Lemley is an independent licensed insurance agent, and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. BRGWP always acts in the best interest of the client; including the sale of commissionable products to advisory clients. Clients are in no way required to utilize the services of any representative of BRGWP in connection with such individual’s activities outside of BRGWP. 15  Alan Broderick, Bruce Lemley and Charles Lucy are Partners of ABCM Partners, LLC dba Bay Rivers Group Tax Services, which will have a CPA that will provide tax preparation services for the public. From time to time, they may offer clients advice or products from those activities and clients should be aware that these services may involve a conflict of interest. BRGWP always acts in the best interest of the client and clients always have the right to decide whether or not to utilize the services of any BRGWP representative in such individual’s outside capacities. Alan Broderick, Bruce Lemley, Charles Lucy, and Amy Pettengell are all owners of 5107 Partners, LLC, a partnership created to purchase and lease out the office space in which BRGWP currently maintains as its office. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections BRGWP may direct clients to third-party investment advisers to manage all or a portion of the client’s assets. Clients will pay BRGWP its standard fee in addition to the standard fee for the advisers to which it directs those clients. This relationship will be memorialized in the contract between client/BRGWP and in the contract between client/third-party advisor. BRGWP will always act in the best interests of the client, including when determining which third-party investment adviser to recommend to clients. BRGWP will ensure that all recommended advisers are licensed or notice filed in the states in which BRGWP is recommending them to clients. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics BRGWP has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. BRGWP’s Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests BRGWP does not recommend that clients buy or sell any security in which a related person to BRGWP or BRGWP has a material financial interest. 16  C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of BRGWP may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of BRGWP to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. BRGWP will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of BRGWP may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of BRGWP to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, BRGWP will never engage in trading that operates to the client’s disadvantage if representatives of BRGWP buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on BRGWP’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and BRGWP may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in BRGWP’s research efforts. BRGWP will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker-dealer/custodian. BRGWP will require clients to use Charles Schwab & Co., Inc. Advisor Services and Purshe Kaplan Sterling Investments. 1. Research and Other Soft-Dollar Benefits While BRGWP has no formal soft dollars program in which soft dollars are used to pay for third party services, BRGWP may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions 17  (“soft dollar benefits”). BRGWP may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and BRGWP does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. BRGWP benefits by not having to produce or pay for the research, products or services, and BRGWP will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that BRGWP’s acceptance of soft dollar benefits may result in higher commissions charged to the client. 2. Brokerage for Client Referrals BRGWP receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use BRGWP will require clients to use a specific broker-dealer to execute transactions. Not all advisers require clients to use a particular broker-dealer. B. Aggregating (Block) Trading for Multiple Client Accounts If BRGWP buys or sells the same securities on behalf of more than one client, then it may (but would be under no obligation to) aggregate or bunch such securities in a single transaction for multiple clients in order to seek more favorable prices, lower brokerage commissions, or more efficient execution. In such case, BRGWP would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. BRGWP would determine the appropriate number of shares and select the appropriate brokers consistent with its duty to seek best execution, except for those accounts with specific brokerage direction (if any). Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for BRGWP's advisory services provided on an ongoing basis are reviewed at least annually by one of the IAR's of BRGWP with regard to clients' respective investment policies and risk tolerance levels. All accounts at BRGWP are assigned to this reviewer. 18  All financial planning accounts are reviewed upon plan creation and plan delivery by one of the IAR’s of BRGWP. Financial planning clients are provided a one-time plan. After the presentation of the plan, there are no further reports. Clients may request additional plans or reports for a fee. Direct-sold 529 plan account advice and recommendations are provided on an ongoing basis. Accounts are reviewed at least annually, and recommendations provided to the client for implementation and/or execution. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). With respect to financial plans, BRGWP’s services will generally conclude upon delivery of the financial plan. C. Content and Frequency of Regular Reports Provided to Clients Each client of BRGWP's advisory services provided on an ongoing basis will receive a quarterly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. BRGWP will also provide at least quarterly a separate written statement to the client. Direct-sold 529 plan accounts will receive statements directly from the plan sponsor/custodian. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) Charles Schwab & Co., Inc. Advisor Services provides BRGWP with access to Charles Schwab & Co., Inc. Advisor Services’ institutional trading and custody services, which are typically not available to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For BRGWP client accounts maintained 19  in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Charles Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor Services accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to BRGWP other products and services that benefit BRGWP but may not benefit its clients’ accounts. These benefits may include national, regional or BRGWP specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. Other potential benefits may include occasional business entertainment of personnel of BRGWP by Charles Schwab & Co., Inc. Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist BRGWP in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of BRGWP’s fees from its clients’ accounts (if applicable), and assist with back- office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of BRGWP’s accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to BRGWP other services intended to help BRGWP manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, and human capital consultants, insurance and marketing. In addition, Charles Schwab & Co., Inc. Advisor Services may make available, arrange and/or pay vendors for these types of services rendered to BRGWP by independent third parties. Charles Schwab & Co., Inc. Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to BRGWP. BRGWP is independently owned and operated and not affiliated with Charles Schwab & Co., Inc. Advisor Services. B. Compensation to Non – Advisory Personnel for Client Referrals BRGWP does not directly or indirectly compensate any person who is not advisory personnel for client referrals. Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, BRGWP will be deemed to have limited custody of client's assets and must have written authorization from 20  the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Item 16: Investment Discretion BRGWP provides discretionary and non-discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, BRGWP generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. In some instances, BRGWP’s discretionary authority in making these determinations may be limited by conditions imposed by a client (in investment guidelines or objectives, or client instructions otherwise provided to BRGWP. Item 17: Voting Client Securities (Proxy Voting) BRGWP will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet BRGWP neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither BRGWP nor its management has any financial condition that is likely to reasonably impair BRGWP’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years BRGWP has not been the subject of a bankruptcy petition in the last ten years. 21