Brickley Wealth Management

Item 1: Cover Page Part 2A of Form ADV: Firm Brochure www.brickleywealth.com March 5, 2026 Firm Contact | Cindy Cutler | Controller & Compliance Manager 161 W. 25th Avenue, Suite #204, San Mateo, CA 94403-2266  This brochure provides information about the qualifications and business practices of Brickley Wealth Management. If clients have any questions about the contents of this brochure, please contact us at (650) 638-0111 or email us at cindy@brickleywealth.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 our firm is also available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD #287487. Please note that the use of the term “registered investment adviser” and the description of our firm and/or our associates as “registered” does not imply a certain level of skill or training. Clients are encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise clients for more information on the qualifications of our firm and our employees. Item 2: Material Changes th th Brickley Wealth Management is required to make clients aware of information that has changed since the last annual update to the Firm Brochure (“Brochure”) and that may be important to them. Clients can then determine whether to review the brochure in its entirety or to contact us with questions , 2025, we have the following changes to about the changes. Since our last filing on February 28 disclose as of this filing dated March 5 , 2026. Item 4: Advisory Business We added information on the newly offered Financial Planning Services. Item 5: Fees and Compensation We added information related to the Financial Planning Services fees. Item 8: Methods of Analysis, Investment Strategies & Risk of Loss We added risk associated with Non-Traded REITs ADV Part 2A – Firm Brochure Page 2 Brickley Wealth Management  Item 3: Table of Contents Item 2: Material Changes ......................................................................................................................... 2 Item 3: Table of Contents ......................................................................................................................... 3 Item 4: Advisory Business ....................................................................................................................... 4 Item 5: Fees & Compensation ................................................................................................................. 7 Item 6: Performance-Based Fees & Side-By-Side Management ....................................................... 9 Item 7: Types of Clients & Account Requirements ............................................................................. 9 Item 8: Methods of Analysis, Investment Strategies & Risk of Loss .............................................. 10 Item 9: Disciplinary Information ......................................................................................................... 19 Item 10: Other Financial Industry Activities & Affiliations ............................................................ 19 Item 11: Code of Ethics, Participation or Interest in ........................................................................ 20 Client Transactions & Personal Trading ............................................................................................ 20 Item 12: Brokerage Practices ............................................................................................................... 21 Item 13: Review of Accounts or Financial Plans ............................................................................... 24 Item 14: Client Referrals & Other Compensation ............................................................................. 25 Item 15: Custody ...................................................................................................................................... 25 Item 16: Investment Discretion............................................................................................................ 26 Item 17: Voting Client Securities .......................................................................................................... 26 Item 18: Financial Information ............................................................................................................ 27 ADV Part 2A – Firm Brochure Page 3 Brickley Wealth Management  Item 4: Advisory Business Our firm is dedicated to providing individuals and other types of clients with a wide array of investment advisory services. Our firm is a general partnership formed under the laws of the State of California in 2016 and an investment adviser since 2017. Our firm is owned by Brickley Wealth Holding Inc. and Brickley Wealth Investment Inc. Our firm provides comprehensive portfolio management and financial planning services for many different types of clients to help meet their financial goals while remaining sensitive to risk tolerance and time horizons. As a fiduciary, it is our duty to always act in the client’s best interest. This is accomplished in part by knowing the client. Our firm has established a service-oriented advisory practice with open lines of communication. Working with clients to understand their investment objectives while educating them about our process, facilitates the kind of working relationship we value. We have a fiduciary duty to exercise good faith and act solely in the best interest of clients and maintain policies and procedures, including a Code of Ethics which requires the interests of clients to be placed ahead of our firm or staff interests. Types of Advisory Services Offered Comprehensive Portfolio Management: As part of our Comprehensive Portfolio Management services, Clients will be provided with a combination of asset management and financial planning or consulting services. This service is designed to assist clients in meeting their financial goals through the use of a financial plan or consultation. Our firm conducts meetings with new clients to understand their current financial situation, existing resources, financial goals, and tolerance for risk (in person, if possible, otherwise via telephone conference or through electronic communication means). Based on what is learned, an investment approach is presented to the client that may consist of individual stocks, bonds, Exchange Traded Funds (“ETFs”), options, mutual funds and other public and private securities or investments. Once the appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary, rebalanced based upon the client’s individual needs, stated goals and objectives. Upon client request, our firm provides a summary of observations and recommendations for the planning or consulting aspects of this service. Retirement Plan Consulting: Our firm provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring, and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising may include: • Establishing an Investment Policy Statement – Our firm will assist in the development of a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives. ADV Part 2A – Firm Brochure Page 4 Brickley Wealth Management  • • • • Investment Options – Our firm will work with the Plan Sponsor to evaluate existing investment options and make recommendations for appropriate changes. Asset Allocation and Portfolio Construction – Our firm will develop strategic asset allocation models to aid Participants in developing strategies to meet their investment objectives, time horizon, financial situation, and tolerance for risk. Investment Monitoring – Our firm will monitor the performance of the investments and notify the client in the event of over/underperformance. Participant Education – Our firm will provide opportunities to educate plan participants about their retirement plan offerings, different investment options, and general guidance on allocation strategies. In providing services for retirement plan consulting, our firm does not provide any advisory services with respect to the following types of assets: real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs(collectively, “Excluded Assets”). All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement consulting services. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the client accounts are part of a Plan, and our firm accepts an appointment to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and could engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over or transfer 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 we recommend that a client roll over or transfer their retirement plan assets into an account to be managed by us such a recommendation creates a conflict of interest if we will earn an advisory fee on the rolled over or transferred assets, which in most cases will be greater than the fees being paid in a 401K plan or other retirement plan. When acting in such a capacity, Brickley serves as a fiduciary under the Employee Retirement Income Security Act (ERISA). The way we make money or otherwise are compensated creates some conflicts with your financial interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. No client is under any obligation to rollover retirement plan assets to an account managed by us. Financial Planning Services: We offer financial planning services to clients either as a standalone service or in addition to our investment advisory services. This service may include guidance on retirement planning, education funding, cash flow and budgeting, estate and legacy planning, and other financial goals. Recommendations are based on each client’s individual circumstances and objectives. These services do not include ongoing investment management unless the client also engages us for advisory services under a separate agreement. ADV Part 2A – Firm Brochure Page 5 Brickley Wealth Management  Referrals to Third Party Money Managers: Our firm utilizes the services of a third-party money manager for the management of client accounts. Investment advice and trading of securities will only be offered by or through the chosen third party money manager. Our firm will not offer advice on any specific securities or other investments in connection with this service. Prior to referring clients, our firm will provide initial due diligence on third party money managers and ongoing reviews of their management of client accounts. In order to assist in the selection of a third-party money manager, our firm will gather client information pertaining to financial situation, investment objectives, and reasonable restrictions to be imposed upon the management of the account. Our firm will contact clients from time to time in order to review their financial situation and objectives; communicate information to third party money managers as warranted; and, assist the client in understanding and evaluating the services provided by the third-party money manager. Clients will be expected to notify our firm of any changes in their financial situation, investment objectives, or account restrictions that could affect their financial standing. Tailoring of Advisory Services Our firm offers individualized investment advice to our Comprehensive Portfolio Management clients. General investment advice will be offered to our Retirement Plan Consulting and Referrals to Third Party Money Management clients. Each Comprehensive Portfolio Management client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Restrictions on investments in certain securities or types of securities may not be possible due to the level of difficulty this would entail in managing the account. Client Directed Transactions Our firm shall accept client directed transactions as well as manage those assets as part of the client’s billable portfolio. This arrangement will be outlined in the client’s signed advisory agreement. Further, documentation shall be provided to the client if an advisory fee is waived for a directed transaction or if our firm will not manage the asset as part of their portfolio. Environmental Social and Governance (ESG Some of the directed trades our firm may accept include Environmental Social and Governance (ESG) trades. Please see ) in Item 8 below. The client may incur additional fees associated with certain directed trades, such as higher transactional costs, expense ratios, and commissions. These other types of fees and expenses are separate from our advisory fees charged by our firm or disclosed in Item 5 below. Further, our firm does not receive a portion of these fees. Assets Held outside of our Strategies Held Away Our firm utilizes a third-party service provider to allow us to manage certain retirement accounts, such as 401(k), 403(b), and similar held-away assets, which are not directly custodied with our primary custodian. Through this service, we are able to access and manage these accounts with discretion while adhering to the trade management process. It is important to note that our firm does not take custody of these assets and has no affiliation with the platform, nor do we receive any compensation for using this platform. Once authorized by the client, we regularly review, monitor, ADV Part 2A – Firm Brochure Page 6 Brickley Wealth Management  and adjust investments within these accounts and implement our recommendations as appropriate. Our ability to manage these accounts is consistent with the approach we take for other client accounts at our primary custodian. In certain cases, clients may hold assets that are outside the scope of BWM’s investment strategy or management approach. These assets may be retained in the client’s account for tax, estate-planning, or other reasons. BWM may agree to hold such assets in client accounts; however, they may not be actively managed. Clients will be informed whether such assets are included in the calculation of advisory fees. Participation in Wrap Fee Programs Our firm does not offer or sponsor a wrap fee program. Regulatory Assets Under Management As of December 31, 2025, our firm manages $950,083,465 on a discretionary basis. Item 5: Fees & Compensation Compensation for Our Advisory Services Comprehensive Portfolio Management: The specific fees charged are established in the advisory agreement with the client. Fees are negotiable. However, the general fee structure is outlined below. The maximum annual fee charged for this service will not exceed 1.00%. Fees to be assessed will be outlined in the advisory agreement to be signed by the client. Annualized fees are billed on a pro-rata basis quarterly in advance based on the value in our third-party portfolio management software system. Fees are calculated using a daily average balance of the previous quarter. The advisory fee for the first quarter due will be charged on a pro-rata basis. All subsequent quarterly fees will then be based on the value of the account(s) on the time-weighted daily average balance of the previous quarter. Fees are negotiable and will be deducted from client account(s). Our firm bills on cash unless otherwise indicated in writing. In rare cases, our firm will agree to directly invoice. As part of this process, Clients understand the following: a) b) c) d) The client’s independent custodian sends statements at least quarterly showing the market values for each security included in the Assets and all account disbursements, including the amount of the advisory fees paid to our firm; Clients will provide authorization permitting our firm to be directly paid by these terms. Our firm will send an invoice directly to the custodian; and If our firm sends a copy of our invoice to the client, legend urging the comparison of information provided in our statement with those from the qualified custodian will be included. We calculate management fees using a third-party portfolio management software system. This may cause daily account values to differ slightly when compared to the custodian due to ADV Part 2A – Firm Brochure Page 7 Brickley Wealth Management  e) timing differences in the posting of cash, dividends, accrued interest, wires, pending deposits and withdrawals, and other transactions. The result is you may pay a higher fee than if the fees were calculated using the daily average balance at the custodian. Due to administrative costs, any reimbursements under $10 USD will not be reimbursed. Retirement Plan Consulting: Our Retirement Plan Consulting services are billed as a fee based on the percentage of Plan assets under management. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the client. Fees based on a percentage of managed Plan assets will not exceed 1.00%. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. Financial Planning: Clients engaging us for financial planning services may be charged a flat fee, an hourly fee, or a project-based fee, depending on the scope and complexity of the engagement. Fees generally range from $350 to $10,000; however, in certain circumstances, fees may exceed this range. All fees will be clearly outlined in the client’s agreement prior to the start of services. Fees may be invoiced in full or in installments, as agreed upon in advance. Financial planning fees are separate from any investment advisory fees and are not based on assets under management. Referrals to Third Party Money Managers: The total annual advisory fee for this service shall not exceed 1.50%. Clients will be provided with a copy of the chosen third-party money manager’s Form ADV Part 2, all relevant Brochures, a referral disclosure statement detailing the fees to be paid to both firms and the third-party money manager’s privacy policy. The billing procedures for this service vary based on the chosen third-party money manager. The total fee to be charged, as well as the billing cycle, will be detailed in the third-party money manager’s ADV Part 2A and separate advisory agreement to be signed by the client. Held Away For managing held-away accounts, the advisory fee charged to the client is determined by our firm and is not impacted by the platform's fees. Our firm is responsible for paying a portion of the advisory fee to the third-party platform that facilitates the management of these held-away assets. The fee paid to the platform is based on a separate agreement between our firm and the platform, and the client is not directly responsible for paying this fee. The total advisory fee charged to the client remains as outlined in the advisory agreement. Other Types of Fees & Expenses Clients will incur transaction charges for trades executed in their accounts via individual transaction charges. These transaction fees are separate from our firm’s advisory fees and will be disclosed by the chosen custodian. Schwab does not charge transaction fees for U.S. listed equities and exchange traded funds. Clients may also pay holdings charges imposed by the chosen custodian for certain investments, 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, initial or deferred sales charges, ADV Part 2A – Firm Brochure Page 8 Brickley Wealth Management  mutual fund sales loads, 12b-1 fees, surrender charges, variable annuity fees, IRA and qualified retirement plan fees, and other fund expenses). Our firm does not receive a portion of these fees. Clients that utilize a Third-Party Money Manager will pay a separate fee in addition to our management fee directly to the third-party outlined in their agreement. In some cases, the assets we recommend may be available at lower costs elsewhere. While we do not receive commissions, certain transactions through our custodian broker may involve higher transactions, commissions, 12b-1 fees, and other charges from which we do not benefit. We shall always seek to find the assets with the most reasonable fees that we believe will meet your investment objectives and are in your best interest. Termination & Refunds Either party may terminate the advisory agreement signed with our firm for Comprehensive Portfolio Management service in writing at any time. Upon notice of termination our firm will process a pro-rata refund of the unearned portion of the advisory fees charged in advance at the beginning of the quarter. Full refunds will only be made in cases where cancellation occurs within five (5) business days of signing an agreement or non-performance by our firm. After five (5) business days from initial signing an agreement, our firm must provide written notice if terminating a relationship. The client may verbally or otherwise terminate. Billing will terminate as of the termination date. The termination date will either be the date of our notice to the client to end the relationship or the date we were informed the client was terminating. Client will be charged on a pro-rata basis which takes into account work completed by our firm on behalf of the Client. The Client will incur charges for bona fide advisory services rendered up to the point of termination (determined as 30 days from receipt of said written notice), and such fees will be due and payable by the Client. Commissionable Securities Sales Our firm and representatives do not sell securities for a commission in advisory accounts. Item 6: Performance-Based Fees & Side-By-Side Management Our firm does not charge performance-based fees. Item 7: Types of Clients & Account Requirements Our firm has the following types of clients: • • • • Individuals and High Net Worth Individuals; Trusts, Estates or Charitable Organizations; Pension and Profit Sharing Plans; Corporations, Limited Liability Companies and/or Other Business Types ADV Part 2A – Firm Brochure Page 9 Brickley Wealth Management  Our firm imposes the following requirements for opening and maintaining accounts or otherwise engaging us: • Our firm requires a minimum account balance of $1,000,000 to open and maintain an account for our Comprehensive Portfolio Management service. The account minimum is negotiable at management’s discretion. Item 8: Methods of Analysis, Investment Strategies & Risk of Loss Methods of Analysis We use the following methods of analysis in formulating our investment advice and/or managing client assets: Cyclical Analysis: This type of analysis assumes 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, the cycles can change. Environmental, Social, and Governance (ESG) Investing – Environmental, social, and governance criteria are a set of standards for a company’s operations that socially conscious investors use to screen potential investments. Environmental criteria consider how a company performs as a steward of nature and its ability to sustain operations over the macro-scale. Environmental criteria may include a company’s energy use, waste, pollution, natural resource conservation, and treatment of animals. The criteria can also be used in evaluating any environmental risks a company might face and how the company is managing those risks. Social criteria examine how it manages relationships with employees, suppliers, customers, and the communities where it operates. Does it work with suppliers that hold the same values as it claims to hold? Does the company donate a percentage of its profits to the local community or encourage employees to perform volunteer work there? Do the company’s working conditions show high regard for its employees’ health and safety? Are other stakeholders’ interests taken into account? Governance specifically concerns a company’s leadership, executive pay, audits internal controls, and shareholder rights. Investors may want to know that a company uses accurate and transparent accounting methods and that stockholders are allowed to vote on important issues. They may also want assurances that companies avoid conflicts of interest in their choice of board members, do not use political contributions to obtain unduly favorable treatment and, of course, do not engage in illegal practices. Fundamental Analysis: The analysis of a business's financial statements (usually to analyze the business's assets, liabilities, and earnings), health, and its competitors and markets. When analyzing a company using fundamental analysis there are two basic approaches one can use: bottom up analysis and top down analysis. The terms are used to distinguish such analysis from other types of ADV Part 2A – Firm Brochure Page 10 Brickley Wealth Management  investment analysis, such as quantitative and technical. Fundamental analysis is performed on historical and present data, but with the goal of making financial forecasts. There are several possible objectives: (a) to conduct a company stock valuation and predict its probable price evolution; (b) to make a projection on its business performance; (c) to evaluate its management and make internal business decisions; (d) and/or to calculate its credit risk.; and (e) to find out the intrinsic value of the share. The risks of investing based on fundamental analysis include the information analyzed may be incorrect or misinterpreted and not serve as a basis for valuation. Modern Portfolio Theory (“MPT”) : A mathematical framework for assembling a portfolio of assets such that the expected return is maximized for a given level of risk, defined as variance. Its key insight is that an asset's risk and return should not be assessed by itself, but by how it contributes to a portfolio's overall risk and return. MPT 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 that has better expected returns. Mutual Fund and/or Exchange Traded Fund (“ETF”) Analysis: Analysis of the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. The underlying assets in a mutual fund or ETF are also reviewed in an attempt to determine if there is significant overlap in the underlying investments held in another fund(s) in the Client’s portfolio. The funds or ETFs are monitored in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as our firm does not control the underlying investments in a fund or ETF, managers of different funds held by the Client may purchase the same security, increasing the risk to the Client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the holding(s) less suitable for the Client’s portfolio. Third-Party Money Manager Analysis: The analysis of the experience, investment philosophies, and past performance of independent third-party investment managers in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. Analysis is completed by monitoring the manager’s underlying holdings, strategies, concentrations, and leverage as part of our overall periodic risk assessment. Additionally, as part of the due-diligence process, the manager’s compliance and business enterprise risks are surveyed and reviewed. A risk of investing with a third-party manager who has been successful in the past is that they may not be able to replicate that success in the future. In addition, as our firm does not control the underlying investments in a third-party manager’s portfolio, there is also a risk that a manager may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment for our clients. Moreover, as our firm does not control the manager’s daily business and compliance operations, our firm may be unaware of the lack of internal controls necessary to prevent business, regulatory or reputational deficiencies. ADV Part 2A – Firm Brochure Page 11 Brickley Wealth Management  Investment Strategies Our firm invests and manages diversified portfolios across the risk spectrum for our wealth management clients. Our strategic portfolios are constructed using a mixture of active mutual funds and active and passive ETFs. Employing a mixture of active and passive strategies allows us to lower overall portfolio expense, provide for broad market exposure, and allocate to areas of high conviction as deemed by our active portfolio managers. Our portfolios are created with a long-term investment horizon in mind and consist of a globally diversified mixture of equity and fixed income based strategies. Not all portfolios include a fixed income allocation. Domestic and foreign equity strategies are diversified amongst market capitalizations and value or growth orientation, with a tilt towards large cap companies. Fixed income strategies have a core tilt toward intermediate-long term maturity securities, with supporting allocations to multisector fixed income strategies both domestic and foreign. Our firm may also utilize short term bond index funds. Smaller accounts may invest solely in exchange traded funds or one or more mutual funds. On a client by client basis we may utilize outside portfolio managers. Typically, these outside management strategies will be used for client’s that request a Socially Responsible Investment screening or more income tax efficient strategy, but may also be employed at the request of the client. While we do not attempt to time the market, we will look to take advantage of market driven events on an investor specific basis. In general, we do not expect frequent changes to our investment mix. Active funds are screened for a competitive expense ratio and turnover rate, among other criteria. Manager performance relative to peers and relative indexes are reviewed on a quarterly basis at minimum. We will meet with our active managers, as necessary, in person and over the phone, to review fund performance, portfolio composition and discuss meaningful changes to strategy or leadership. Our firm may utilize the following methods of security analysis when reviewing funds: Expenses, holdings, parent organization, historical performance, diversification, strategy, trading and transactional costs, tax management/efficiency, style and size consistency over time, sector concentrations, historical drawdowns, correlations to other portfolio strategies, and growth of assets under management. Asset Allocation: The implementation of an investment strategy that attempts to balance risk versus reward by adjusting the percentage of each asset in an investment portfolio according to the investor's risk tolerance, goals, and investment time frame. Asset allocation is based on the principle that different assets perform differently in different market and economic conditions. A fundamental justification for asset allocation is the notion that different asset classes offer returns that are not perfectly correlated, hence diversification reduces the overall risk in terms of the variability of returns for a given level of expected return. Although risk is reduced as long as correlations are not perfect, it is typically forecast (wholly or in part) based on statistical relationships (like correlation and variance) that existed over some past period. Expectations for return are often derived in the same way. An asset class is a group of economic resources sharing similar characteristics, such as riskiness and return. There are many types of assets that may or may not be included in an asset allocation strategy. The "traditional" asset classes are stocks (value, dividend, growth, or sector-specific [or a "blend" of any two or more of the preceding]; large-cap versus mid-cap, small-cap or micro-cap; domestic, foreign [developed], emerging or frontier markets), bonds (fixed income securities more generally: investment-grade or junk [high-yield]; government or corporate; short-term, intermediate, long- term; domestic, foreign, emerging markets), and cash or cash equivalents. Allocation among these three provides a starting point. Usually included are hybrid instruments such as convertible bonds and preferred stocks, counting as a mixture of bonds and stocks. Other alternative assets that may be ADV Part 2A – Firm Brochure Page 12 Brickley Wealth Management  considered include: commodities, precious metals, nonferrous metals, agriculture, energy, others.; Commercial or residential real estate (also REITs); insurance products (annuity, personal life insurance products, etc.); derivatives such as long-short or market neutral strategies, options, collateralized debt, and futures; foreign currency; and/or distressed securities. Cash & Cash Equivalents: Cash and cash equivalents generally refer to either United States dollars or highly liquid short-term debt instruments such as, but not limited to, treasury bills, bank CD’s and commercial papers. Generally, these assets are considered nonproductive and will be exposed to inflation risk and considerable opportunity cost risk. Investments in cash and cash equivalents will generally return less than the advisory fee charged by our firm. Our firm may recommend cash and cash equivalents as part of our clients’ asset allocation when deemed appropriate and in their best interest. Our firm considers cash and cash equivalents to be an asset class. Therefore, our firm assesses an advisory fee on cash and cash equivalents unless indicated otherwise in writing. Cash Sweep Rate: We allocate uninvested client cash to Schwab’s cash sweep funds. These funds may offer lower interest rates compared to other financial institutions where clients might secure higher yields. However, moving cash elsewhere could introduce delays in reinvestment, which may impact the timing of trades and overall account performance. Exchange Traded Funds: An ETF is a type of Investment Company (usually, an open-end fund or unit investment trust) whose primary objective is to achieve the same return as a particular market index. The vast majority of ETFs are designed to track an index, so their performance is close to that of an index mutual fund, but they are not exact duplicates. A tracking error, or the difference between the returns of a fund and the returns of the index, can arise due to differences in composition, management fees, expenses, and handling of dividends. ETFs benefit from continuous pricing; they can be bought and sold on a stock exchange throughout the trading day. Because ETFs trade like stocks, you can place orders just like with individual stocks - such as limit orders, good-until-canceled orders, stop loss orders etc. They can also be sold short. Traditional mutual funds are bought and redeemed based on their net asset values (“NAV”) at the end of the day. ETFs are bought and sold at the market prices on the exchanges, which resemble the underlying NAV but are independent of it. However, arbitrageurs will ensure that ETF prices are kept very close to the NAV of the underlying securities. Although an investor can buy as few as one share of an ETF, most buy in board lots. Anything bought in less than a board lot will increase the cost to the investor. Anyone can buy any ETF no matter where in the world it trades. This provides a benefit over mutual funds, which generally can only be bought in the country in which they are registered. One of the main features of ETFs are their low annual fees, especially when compared to traditional mutual funds. The passive nature of index investing, reduced marketing, and distribution and accounting expenses all contribute to the lower fees. That said, with the advent of low-cost brokerage fees, small or frequent purchases of ETFs are becoming more cost efficient. Fixed Income: Fixed income is a type of investing or budgeting style for which real return rates or periodic income is received at regular intervals and at reasonably predictable levels. Fixed-income investors are typically retired individuals who rely on their investments to provide a regular, stable income stream. This demographic tends to invest heavily in fixed-income investments because of the reliable returns they offer. Fixed-income investors who live on set amounts of periodically paid income face the risk of inflation eroding their spending power. Some examples of fixed-income investments include treasuries, money market instruments, corporate bonds, asset-backed securities, municipal bonds, and international bonds. The primary ADV Part 2A – Firm Brochure Page 13 Brickley Wealth Management  risk associated with fixed-income investments is the borrower defaulting on his/her payment. Other considerations include exchange rate risk for international bonds and interest rate risk for longer- dated securities. The most common type of fixed-income security is a bond. Bonds are issued by federal governments, local municipalities, and major corporations. Fixed-income securities are recommended for investors seeking a diverse portfolio; however, the percentage of the portfolio dedicated to fixed income depends on your own personal investment style. There is also an opportunity to diversify the fixed-income component of a portfolio. Riskier fixed-income products, such as junk bonds and longer-dated products, should comprise a lower percentage of your overall portfolio. The interest payment on fixed-income securities is considered regular income and is determined based on the creditworthiness of the borrower and current market rates. In general, bonds and fixed- income securities with longer-dated maturities pay a higher rate, also referred to as the coupon rate, because they are considered riskier. The longer the security is on the market, the more time it has to lose its value and/or default. At the end of the bond term, or at bond maturity, the borrower returns the amount borrowed, also referred to as the principal or par value. Long-Term Purchases: Our firm may buy securities for your account and hold them for a relatively long time (more than a year) in anticipation that the security’s value will appreciate over a long horizon. The risk of this strategy is that our firm could miss out on potential short-term gains that could have been profitable to your account, or it is possible that the security’s value may decline sharply before our firm make a decision to sell. Mutual Funds : A mutual fund is a company that pools money from many investors and invests the money in a variety of differing security types based the objectives of the fund. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares is the fund’s per share net asset value (“NAV”) plus any shareholder fees that the fund imposes at the time of purchase (such as sales loads). Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which is calculated daily after market close. The benefits of investing through mutual funds include: (a) Mutual funds are professionally managed by an investment adviser who researches, selects, and monitors the performance of the securities purchased by the fund; (b) Mutual funds typically have the benefit of diversification, which is an investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading investments across a wide range of companies and industry sectors can help lower the risk if a company or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds rather than through ownership of individual stocks or bonds.; (c) Some mutual funds accommodate investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial purchases, subsequent monthly purchases, or both.; and (d) At any time, mutual fund investors can readily redeem their shares at the current NAV, less any fees and charges assessed on redemption. ADV Part 2A – Firm Brochure Page 14 Brickley Wealth Management  Mutual funds also have features that some investors might view as disadvantages: (a) Investors must pay annual fees, and other expenses regardless of how the fund performs. Depending on the timing of their investment, investors may also have to pay taxes on any capital gains distribution they receive. This includes instances where the fund went on to perform poorly after purchasing shares.; (b) Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades.; and (c) With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. When investors buy and hold an individual stock or bond, the investor must pay income tax each year on the dividends or interest the investor receives. However, the investor will not have to pay any capital gains tax until the investor actually sells and makes a profit. Mutual funds are different. When an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary dividends in the year the investor receives or reinvests them. Moreover, in addition to owing taxes on any personal capital gains when the investor sells shares, the investor may have to pay taxes each year on the fund’s capital gains. Retirement Rollovers: When a client has an employer sponsored plan such as a 401K plan, they typically have a few options regarding the employer sponsored plan. The client can leave the money in the employer sponsored plan if permitted, roll over the assets to a new employer sponsored plan, rollover to an individual retirement account or cash out of the plan which may result in negative consequences depending on the client’s age. In the event we recommend that a client roll over an employer sponsored plan into an account managed by us such as an IRA or an individual account, such a recommendation creates a conflict of interest if we earn an advisory fee on the rolled over assets. We shall act in the capacity of fiduciary under the Employee Retirement Income Security Act (ERISA). We shall seek to mitigate the conflict of interest by disclosing to you the following: 1. 2. 3. 4. 5. The client’s alternatives to a rollover recommendation. The relative fees and expenses associated with the employer sponsored plan vs, our recommendation to another type of account which may increase the overall fees you pay. We will help you determine if your employer will pay or does pay some of their plan’s administrative expenses. The different levels of services and investments under your current employer sponsored plan vs our recommended type of account. Such as discretionary management, increased investment options, increased diversification, and personalized services. The long-term impact of any increased fees and why the added benefits justify those costs. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. While the stock market may increase and the account(s) could enjoy a gain, it is also possible that the stock market may decrease, and the account(s) could suffer a loss. It is important that clients understand the risks ADV Part 2A – Firm Brochure Page 15 Brickley Wealth Management  associated with investing in the stock market, are appropriately diversified in investments, and ask any questions. Economic Risk: The prevailing economic environment is important to the health of all businesses. Some companies, however, are more sensitive to changes in the domestic or global economy than others. These types of companies are often referred to as cyclical businesses. Countries in which a large portion of businesses are in cyclical industries are thus also very economically sensitive and carry a higher amount of economic risk. If an investment is issued by a party located in a country that experiences wide swings from an economic standpoint or in situations where certain elements of an investment instrument are hinged on dealings in such countries, the investment instrument will generally be subject to a higher level of economic 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. ETF & 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, including the potential duplication of management fees. 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 may also incur brokerage costs when purchasing ETFs, some brokerage and commission costs are waived at the discretion of the brokerage firm. Financial Risk: Financial risk is represented by internal disruptions within an investment or the issuer of an investment that can lead to unfavorable performance of the investment. Examples of financial risk can be found in cases like Enron or many of the dot com companies that were caught up in a period of extraordinary market valuations that were not based on solid financial footings of the companies. Inflation Risk : Inflation risk involves the concern that in the future, your investment or proceeds from your investment will not be worth what they are today. Throughout time, the prices of resources and end-user products generally increase and thus, the same general goods and products today will likely be more expensive in the future. The longer an investment is held, the greater the chance that the proceeds from that investment will be worth less in the future than what they are today. Said another way, a dollar tomorrow will likely get you less than what it can today. Liquidity Risk: Certain assets may not be readily converted into cash or may have a very limited market in which they trade. Thus, you may experience the risk that your investment or assets within your investment may not be able to be liquidated quickly, thus, extending the period of time by which you may receive the proceeds from your investment. Liquidity risk can also result in unfavorable pricing when exiting (i.e., not being able to quickly get out of an investment before the price drops significantly) a particular investment and therefore, can have a negative impact on investment returns. Market Risk: The value of your portfolio may decrease if the value of an individual company or multiple companies in the portfolio decreases or if our belief about a company’s intrinsic worth is incorrect. Further, regardless of how well individual companies perform, the value of your portfolio could also decrease if there are deteriorating economic or market conditions. It is important to ADV Part 2A – Firm Brochure Page 16 Brickley Wealth Management  understand that the value of your investment may fall, sometimes sharply, in response to changes in the market, and you could lose money. Investment risks include price risk as may be observed by a drop in a security’s price due to company specific events (e.g., earnings disappointment or downgrade in the rating of a bond) or general market risk (e.g., such as a “bear” market when stock values fall in general). For fixed-income securities, a period of rising interest rates could erode the value of a bond since bond values generally fall as bond yields go up. Past performance is not a guarantee of future returns. Non-Traded REITs - Non-traded REITs are considered alternative investments and may involve several risks. These assets are not publicly traded, which means they can be difficult or impossible to sell quickly, resulting in limited liquidity. Valuations may rely on estimates and may not reflect actual market prices, creating uncertainty in determining their value. Redemption opportunities, if available, are often limited to specific time periods and may be subject to restrictions or penalties imposed by the issuer. Additionally, distributions and overall performance are not guaranteed and may vary or stop entirely. Lastly, redeeming or liquidating these assets may result in taxable gains or losses, and such actions should be evaluated for potential tax consequences. We encourage you to speak with your tax professional regarding any consequences of future redemptions or holding periods. Description of Material, Significant or Unusual Risks Our firm generally invests client cash balances in money market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper and/or government backed debt instruments. In most cases, at least a partial cash balance will be maintained in a money market account so that our firm may debit advisory fees for our services related to our Comprehensive Portfolio Management services, as applicable, as well as for the needs of the client and for future investment strategies. Cybersecurity Risk: Our firm and its service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes, and practices designed to protect networks, systems, computers, programs, and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage or interruption from computer viruses, network failures, computer and telecommunications failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes. A cybersecurity breach could expose both our firm and our client accounts to substantial costs (including, without limitation, those associated with forensic analysis of the origin and scope of the breach, increased, and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage), civil liability as well as regulatory inquiry and/or action. Such breaches could potentially impact our service providers' ability to execute trade orders. While we have established business continuity plans, risk management strategies, systems, policies, and procedures to seek to prevent cybersecurity breaches, there are inherent limitations in such plans, strategies, systems, policies, and procedures, including the possibility certain risks have not been identified. Furthermore, we cannot control the cybersecurity plans, strategies, systems, policies, and procedures put in place by other service providers, trading exchanges, brokers, and/or the issuers in which the clients' accounts invest. It is in the clients' best interest to regularly monitor all of their accounts and credit reports and stay informed of cybersecurity best practices. ADV Part 2A – Firm Brochure Page 17 Brickley Wealth Management  Directed Orders Risk: Our firm accommodates our clients’ requests to make limited directed trade orders. We advise clients to utilize our services within the strategies we manage to help them meet their investment objectives. When a client directs an order, we may not be able to provide the best execution on that order, even if it is with a brokerage firm we utilize, due to the transaction size. Whenever a client directs a trade order outside of our firm’s management, there is a risk it will not meet the client’s stated objectives. When clients request such transactions, a client acknowledgment is required. Environmental Social and Governance (ESG) Risk: Investments in ESG assets present certain risks the investor should take into account. Within the directed orders we accept from our clients ESG investment is a popular request. Although we do not recommend an ESG strategy we can comply with clients’ requests for certain ESG assets in an ESG Model. Additionally, ESG poses risks when it comes to screening particular companies and industries for their ESG-related outcomes. This may reduce or increase the portfolio’s exposure to certain companies or industries. The results may be lower than other portfolios that do not incorporate ESG Investing. In addition, the ESG asset may not meet the client’s stated investment objectives. Determining the ESG factor may be subjective to the company and may not be broadly applied. There may be limitations with respect to the readiness of ESG data in certain sectors, as well as limited availability of investments with relevant ESG characteristics in certain sectors. ESG factors may hinder the long-term performance in order to meet factors that may change over time. Further risks may include: • Lack of Standardization Risk: Variability and imprecision of industry ESG definitions and terms can create confusion among investors if investment advisers and funds have not clearly and consistently articulated how they define ESG and how they use ESG-related terms, especially when offering products or services to retail investors. Additionally, actual portfolio management practices of investment advisers and funds may not be consistent with their disclosed ESG investing processes or investment goals. Implementation Risk: • o Actual implementation of ESG investment practices may result in: e.g. , Form ADV Part 2A) and other client/investor-facing documents ( o o e.g. o o e.g. The actual implementation practices differing from client disclosures in required documents ( , advisory agreements, offering materials, responses to requests for proposals, and due diligence questionnaires). For example, a firm that claims adherence to global ESG frameworks may lack adherence to these standards during their day-to-day trading activities. A firm holding funds that are predominated by issuers with low ESG scores. A firm not having adequate controls around implementation and monitoring of , prohibitions on investments in certain industries, such clients’ negative screens ( as alcohol, tobacco, or firearms), especially if the directives were ill-defined, vague, or inconsistent. A firm not having adequate systems to consistently and reasonably track and update clients’ negative screens leading to the risk that prohibited securities could be included in client portfolios. Client preferences to favor certain industries or issuers not being effectuated because of challenges with implementation and monitoring, despite contrary marketing claims touting processes for implementing clients’ positive screens. • Proxy Voting Risk : Inconsistencies between public ESG-related proxy voting claims and internal proxy voting policies and practices may occur such as public statements that ESG- related proxy proposals would be independently evaluated on a case-by-case basis to ADV Part 2A – Firm Brochure Page 18 Brickley Wealth Management  maximize value, while internal guidelines generally do not provide for such case-by-case analysis. • Disclosure Risk: i.e. Lack of policies and procedures to ensure firms obtained reasonable support for ESG-related marketing claims, and inadequate policies and procedures regarding oversight of ESG-focused sub-advisers is also a risk. Firms have also had difficulties in substantiating adherence to stated investment processes, such as supporting claims made to clients that each fund investment had received a high score for each separate component of ESG ( , environmental, social, and governance), when relying instead on composite ESG scores provided by a sub-adviser. From time to time, clients may hold assets that are not consistent with BWM’s investment approach or the client’s stated objectives. Examples include non-traded REITs, private placements, concentrated stock positions, or securities acquired through inheritance. These holdings may present additional risks, including limited liquidity, valuation uncertainty, higher fees or expenses, and concentration risk. In some cases, BWM may recommend liquidation of such assets if consistent with the client’s objectives. In other situations, the client may choose to retain the asset for tax or estate- planning reasons. If retained, these assets may or may not be actively managed by BWM, and the client will be informed whether advisory fees apply. Clients should understand that BWM’s standard reporting and performance information may not fully reflect these assets, and therefore may not represent the performance of the client’s overall portfolio. Item 9: Disciplinary Information There are no legal or disciplinary events that are material to the evaluation of our advisory business or the integrity of our management. Item 10: Other Financial Industry Activities & Affiliations A Representative of our firm is an insurance agent/broker. However, they do not receive any compensation or fees from the sale of insurance products. While the representative may recommend insurance products as part of their advisory services, clients are under no obligation to purchase these products through our representative and are free to seek insurance products from any provider of their choosing. Representatives of our firm are Certified Public Accountants with Brickley & Company, CPA Inc., an affiliated entity. In such capacity, they also provide income, gift and trust tax preparation and estate tax planning services. These services are independent of our investment advisory services and are governed under a separate engagement agreement. Please see Item 4 above for more information about the selection of third-party money managers. The compensation paid to our firm by third party managers may vary, and thus, creates a conflict of interest in recommending a manager who shares a larger portion of its advisory fees over another manager. Prior to referring clients to third party advisors, our firm will ensure that third party advisors are licensed, or notice filed with the respective authorities. A potential conflict of interest in ADV Part 2A – Firm Brochure Page 19 Brickley Wealth Management  utilizing third party advisors may be an incentive to us in selecting a particular advisor over another in the form of fees or services. In order to minimize this conflict our firm will make our recommendations/selections in the best interest of our clients. Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading As a fiduciary, it is an investment adviser’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. Our fiduciary duty is the underlying principle for our firm’s Code of Ethics, which includes procedures for personal securities transaction and insider trading. Our firm requires all representatives 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 with our firm, and at least annually thereafter, all representatives of our firm will acknowledge receipt, understanding and compliance with our firm’s Code of Ethics. Our firm and representatives 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 our Code of Ethics. If a client or a potential client wishes to review our Code of Ethics in its entirety, a copy will be provided promptly upon request. Our firm recognizes that the personal investment transactions of our representatives demand the application of a Code of Ethics with high standards and requires that all such transactions be carried out in a way that does not endanger the interest of any client. At the same time, our firm also believes that if investment goals are similar for clients and for our representatives, it is logical, and even desirable, that there be common ownership of some securities. In order to prevent conflicts of interest, our firm has established procedures for transactions effected by 1 . In order to monitor compliance with our personal our representatives for their personal accounts trading policy, our firm has pre-clearance requirements and a quarterly securities transaction reporting system for all of our representatives. Neither our firm nor a related person recommends, buys or sells for client accounts, securities in which our firm or a related person has a material financial interest without prior disclosure to the client. Related persons of our firm may buy or sell securities and other investments that are also recommended to clients. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Likewise, related persons of our firm buy or sell securities for themselves at or about the same time they buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Further, our related persons will refrain from buying 1 For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse, his/her minor children, or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect beneficial interest in. ADV Part 2A – Firm Brochure Page 20 Brickley Wealth Management  or selling the same securities prior to buying or selling for our clients in the same day unless included in a block trade. Item 12: Brokerage Practices Item 15 Our firm does not maintain custody of client assets (although our firm may be deemed to have Custody custody of client assets if given the authority to withdraw assets from client accounts (see , below). Client assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. Our firm recommends that clients use Charles Schwab & Co., Inc. (“Schwab”), a FINRA-registered broker-dealer, member SIPC, as the qualified custodian. Our firm is independently owned and operated and not affiliated with Schwab. Schwab will hold client assets in a brokerage account and buy and sell securities when instructed. While our firm recommends that clients use Schwab as custodian/broker, clients will decide whether to do so and open an account with Schwab by entering into an account agreement directly with them. Our firm does not open the account. Even though the account is maintained at Schwab, our firm can still use other brokers to execute trades, as described in the next paragraph. How Brokers/Custodians Are Selected Our firm seeks to recommend a custodian/broker who will hold client assets and execute transactions on terms that are overall most advantageous when compared to other available providers and their services. A wide range of factors are considered, including, but not limited to: • • • • • • • • • • combination of transaction execution services along with asset custody services (generally without a separate fee for custody) capability to execute, clear and settle trades (buy and sell securities for client accounts) capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) breadth of investment products made available (stocks, bonds, mutual funds, exchange traded funds (ETFs), etc.) availability of investment research and tools that assist in making investment decisions quality of services competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them reputation, financial strength, and stability of the provider prior service to our firm and our other clients Products & Services Available from Schwab availability of other products and services that benefit our firm, as discussed below (see “ ”) Custody & Brokerage Costs The specific custodian and brokerage charges are disclosed to the client in their custodian/brokerage documentation. The following shall cover the typical types of custody and brokerage costs a prospect or client may expect. Schwab generally does not charge a separate fee for custody services, but it may be compensated by charging commissions or other fees to clients on trades that are executed or that settle into the ADV Part 2A – Firm Brochure Page 21 Brickley Wealth Management  Schwab account. Schwab’s commission rates applicable to client accounts were negotiated based on our firm’s commitment to maintain a minimum threshold of assets in accounts at Schwab. This commitment benefits clients because the overall commission rates paid are lower than they would be if our firm had not made the commitment. In addition to possible commissions Schwab charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that our firm has executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into a Schwab account. These fees are in addition to any other commissions or other compensation paid to the executing broker-dealer. Because of this, in order to minimize client trading costs, our firm has Schwab execute most trades for the accounts. Brickley Wealth does not receive any portion of these custody or brokerage costs. Products & Services Available from Schwab Schwab Advisor Services (formerly called Schwab Institutional) is Schwab’s business serving independent investment advisory firms like our firm. They provide our firm and clients with access to its institutional brokerage – trading, custody, reporting and related services – many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help manage or administer our client accounts while others help manage and grow our business. Schwab’s support services are generally available on an unsolicited basis (our firm does not have to request them) and at no charge. Here is a more detailed description of Schwab’s support services: Services that Benefit Clients Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which our firm might not otherwise have access or that would require a significantly higher minimum initial investment by firm clients. Schwab’s services described in this paragraph generally benefit clients and their accounts. Services that May Not Directly Benefit Clients Schwab also makes available other products and services that benefit our firm but may not directly benefit clients or their accounts. These products and services assist in managing and administering our client accounts. They include investment research, both Schwab’s and that of third parties. This research may be used to service all or some substantial number of client accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • • • • • provides access to client account data (such as duplicate trade confirmations and account statements); facilitates trade execution and allocate aggregated trade orders for multiple client accounts; provides pricing and other market data; facilitates payment of our fees from our clients’ accounts; and assists with back-office functions, recordkeeping and client reporting. Services that Generally Benefit Only Our Firm Schwab also offers other services intended to help manage and further develop our business enterprise. These services include: ADV Part 2A – Firm Brochure Page 22 Brickley Wealth Management  • • • • educational conferences and events; technology, 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 providers. Schwab may provide some of these services itself. In other cases, Schwab will arrange for third-party vendors to provide the services to our firm. Schwab may also discount or waive fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide our firm with other benefits, such as occasional business entertainment for our personnel. Irrespective of direct or indirect benefits to our client through Schwab, our firm strives to enhance the client experience, help clients reach their goals and put client interests before that of our firm or Soft Dollars associated persons. We do not have any soft dollar arrangements where we would utilize the payment for research out of the commissions paid on trades. Soft dollar arrangements are when an investment adviser uses client brokerage commissions to pay for goods or services, such as research or other products or services, from a broker-dealer or other third party. As stated under Client Brokerage Commissions no client accounts traded with Charles Schwab are charged any commissions. Client Brokerage Commissions Schwab does not make client brokerage commissions generated by client transactions available for our firm’s use. Our firm does not direct client transactions to a particular broker-dealer in return for soft dollar benefits. Our firm does not receive brokerage commissions or fees for client referrals. Directed Brokerage In certain instances, clients may seek to limit or restrict our discretionary authority in making the determination of the brokers with whom orders for the purchase or sale of securities are placed for execution, and the commission rates at which such securities transactions are effected. Clients may seek to limit our authority in this area by directing those transactions (or some specified percentage of transactions) be executed through specified brokers in return for portfolio evaluation or other services deemed by the client to be of value. Any such client direction must be in writing (often through our advisory agreement) and may contain a representation from the client that the arrangement is permissible under its governing laws and documents if this is relevant. Our firm provides appropriate disclosure in writing to clients who direct trades to particular brokers, that with respect to their directed trades, they will be treated as if they have retained the investment discretion that our firm otherwise would have in selecting brokers to effect transactions and in negotiating commissions and that such direction may adversely affect our ability to obtain best price and execution. In addition, our firm will inform clients in writing that the trade orders may not be aggregated with other clients’ orders and that direction of brokerage may hinder best execution. Permissibility of Client-Directed Brokerage Due to our firm being unable to achieve the most favorable execution for client transactions outside our recommended custodian, our firm has implemented a policy not to allow client-directed ADV Part 2A – Firm Brochure Page 23 Brickley Wealth Management  brokerage outside our recommendations. Should a client wish to trade outside of our recommended custodian, they will be required to open a retail account and place the trade themselves. Special Considerations for ERISA Clients A retirement or ERISA plan client may direct all or part of portfolio transactions for its account through a specific broker or dealer in order to obtain goods or services on behalf of the plan. Such direction is permitted provided that the goods and services provided are reasonable expenses of the plan incurred in the ordinary course of its business for which it otherwise would be obligated and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services purchased are not for the exclusive benefit of the plan. Consequently, we will request that plan sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will be for the exclusive benefit of the plan. Aggregation of Purchase or Sale We perform investment management services for various clients. There are occasions on which portfolio transactions may be executed as part of concurrent authorizations to purchase or sell the same security for numerous accounts served by our firm, which involve accounts with similar investment objectives. Although such concurrent authorizations potentially could be either advantageous or disadvantageous to any one or more particular accounts, they are affected only when we believe that to do so will be in the best interest of the effected accounts. When such concurrent authorizations occur, the objective is to allocate the executions in a manner which is deemed equitable to the accounts involved. In any given situation, we attempt to allocate trade executions in the most equitable manner possible, taking into consideration client objectives, current asset allocation and availability of funds using price averaging, proration, and consistently non-arbitrary methods of allocation. There may be times due to timing of trade requests or reviews, that we do not aggregate the purchase or sale of client accounts. Thus, creating similar orders that may be executed at different prices. Item 13: Review of Accounts or Financial Plans Our management personnel or financial advisors review accounts with clients generally every three years. Our client’s model portfolios are rebalanced when we deem the portfolio to be no longer suitable, given the client’s updated suitability information. Among the factors that may change a client’s suitability to a model portfolio are: major market or economic events, the client’s life events, requests by the client, etc. Clients may contact us at any time with questions or changes to their objectives. The nature of the reviews with clients is to learn whether client accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. Our firm does not provide written reports to clients, unless asked to do so. Verbal reports to clients take place on at least an annual basis when our Retirement Plan Consulting, and Third-Party Money Management clients are contacted. Verbal reports to clients take effect when we meet with clients who subscribe to our Comprehensive Portfolio Management service. Our firm may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, the client’s life events, requests by the client, etc. ADV Part 2A – Firm Brochure Page 24 Brickley Wealth Management  Item 14: Client Referrals & Other Compensation Charles Schwab & Co., Inc. (see Item 12 – Brokerage Practices) Our firm receives economic benefit from Schwab in the form of the support products and services made available to our firm and other independent investment advisors that have their clients maintain accounts at Schwab. These products and services, how they benefit our firm, and the related . The availability of conflicts of interest are described above Schwab’s products and services is not based on our firm giving particular investment advice, such as buying particular securities for our clients. Referral Fees In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm does not provide cash or non-cash compensation directly or indirectly to unaffiliated persons for testimonials or endorsements (which include client referrals). Testimonials Our website features client testimonials and case studies that serve the dual purpose of attracting new clients and providing valuable educational information. While we value the testimonials we receive, we want to emphasize that we do not offer any form of direct or indirect compensation for using them on our website or in our case studies. Item 15: Custody Our firm does not have custody of client funds or securities except for as outlined below regarding standing letters of authorization. All of our clients receive account statements directly from their qualified custodians at least quarterly upon opening of an account. If our firm decides to also send account statements to clients, such notice and account statements include a legend that recommends that the client compare the account statements received from the qualified custodian with those received from our firm. Differences between our reports and the custodians may vary due to accounting procedures, reporting dates, and other factors. Clients are encouraged to raise any questions with us about the custody, safety or security of their assets, statement delivery and our custodial recommendations. The SEC issued a no-action letter (“Letter”) with respect to the Rule 206(4)-2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client funds to a third party under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our firm has adopted the following safeguards in conjunction with our custodian: • The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. ADV Part 2A – Firm Brochure Page 25 Brickley Wealth Management  • • • • • • The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. The client has the ability to terminate or change the instruction to the client’s qualified custodian. The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Clients are encouraged to raise any questions with us about the custody, safety or security of their assets and our custodial recommendations. Item 16: Investment Discretion Clients must provide our firm with investment discretion to manage their account. By granting investment discretion, our firm is authorized to execute securities transactions, determine which securities are bought and sold, and the total amount to be bought and sold. Limitations may be imposed by the client in the form of specific constraints on any of these areas of discretion with our firm’s written acknowledgement. Item 17: Voting Client Securities Our firm does not generally accept the authority to vote proxies for client securities. In rare instances where we may vote proxies on behalf of clients, we will adhere to the following requirements based on SEC rules: • Voting in the Best Interest of Each Client: We will vote proxies in a manner that we believe is in the best interest of each client. This includes considering the potential impact on the value of the client's investments. • Disclosing Conflicts of Interest: We will disclose any material conflicts of interest that could affect how we vote the proxies. Potential conflicts may include: o o o o Relationships with the issuer of the security Financial interests in the outcome of the vote Business relationships with competitors of the issuer Personal or familial relationships with the issuer's board members or executives ADV Part 2A – Firm Brochure Page 26 Brickley Wealth Management  o Any other factors that may influence our decision-making process, such as contractual agreements, strategic partnerships, or the potential for future business opportunities with the issuer • Third-Party Proxy Voting Service: If we use a third-party proxy voting service, we will conduct initial and ongoing due diligence to ensure that they: o o Vote in the best interest of our clients Maintain the required books and records of proxy votes including say on pay for Form NP-X filing • Books and Records Requirements: We will keep the following records as required by SEC rules: o o o o o o A copy of our proxy voting policies and procedures A copy of each proxy statement we receive regarding client securities A record of each vote we cast on behalf of clients A copy of any documents created that were material to making a decision on how to vote proxies A record of client requests for proxy voting information and our responses to such requests Client Requests for Proxy Voting Information: We shall provide the way we voted any client's proxy if requested. Clients may contact us to request our detailed proxy voting procedures and any proxy voting records for their account(s). Please contact us at (650) 638-0111 or email us at cindy@brickleywealth.com for our detailed proxy voting procedure and any proxy voting records for your account(s). Item 18: Financial Information Our firm has never been the subject of a bankruptcy proceeding. Our firm is not required to provide financial information in this Brochure because: • • Our firm does not require the prepayment of more than $1,200 in fees when services cannot be rendered within 6 months. Our firm does not have a financial condition or commitment that impairs our ability to meet contractual and fiduciary obligations to clients. ADV Part 2A – Firm Brochure Page 27 Brickley Wealth Management