SWM ADV PART 2A

Item 1: Cover Page 3181 Linwood Ave., Suite 20 Cincinnati, OH 45208 (513) 630-2664 www.shepherdwm.com Form ADV Part 2A – Firm Brochure Dated: October 16, 2026 This Brochure provides information about the qualifications and business practices of Shepherd Wealth Management Limited Liability Company (“Shepherd Wealth Management”). If you have any questions about the contents of this Brochure, please contact us at (513) 630-2664 or jcgarland@shepherdwm.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. Shepherd Wealth Management is a Registered Investment Adviser. Registration of an Investment Adviser does not imply any level of skill or training. information about Shepherd Wealth Management is available on the SEC’s website at Additional www.adviserinfo.sec.gov, which can be found using the firm’s identification number, 312695. 1  Item 2: Material Changes Since our last annual ADV update dated 01/08/2026, we have the following material changes: ● We have engaged an independent promoter to provide client referrals. Please see Item 14 for more information. ● We have updated our affiliated entities. Please see Item 10 for more information. 2  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes Item 3: Table of Contents Item 4: Advisory Business Item 5: Fees and Compensation Item 6: Performance-Based Fees and Side-By-Side Management Item 7: Types of Clients Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Item 9: Disciplinary Information Item 10: Other Financial Industry Activities and Affiliations Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12: Brokerage Practices Item 13: Review of Accounts Item 14: Client Referrals and Other Compensation Item 15: Custody Item 16: Investment Discretion Item 17: Voting Client Securities Item 18: Financial Information 1 2 3 4 8 11 12 13 17 18 19 21 24 25 26 27 28 29 3  Item 4: Advisory Business Description of Advisory Firm Shepherd Wealth Management (“SWM” or “Advisor”) became registered as an Investment Adviser on June 04, 2021. Joshua Casey Garland and John Ashcroft are principal owners of SWM. Types of Advisory Services SWM is a fee-only firm, meaning the only compensation we receive is from our Clients for our services. We offer investment management, financial planning, and retirement consulting services. From time to time, SWM recommends third-party professionals such as attorneys, accountants, tax advisors, insurance agents, or other financial professionals. Clients are never obligated to utilize any third-party professional we recommend. SWM is not affiliated with nor does SWM receive any compensation from third-party professionals we may recommend. Investment Management & Financial Planning Services Investment Management Services. We are in the business of managing individually tailored investment portfolios. Our firm provides continuous advice to a Client regarding the investment of Client funds based on the individual needs of the Client. Through personal discussions in which goals and objectives based on a Client's particular circumstances are established, we develop a Client's personal investment policy or an investment plan with an asset allocation target and create and manage a portfolio based on that policy and allocation targets. We will also review and discuss a Client’s prior investment history, as well as family composition and background. Account supervision is guided by the stated objectives of the Client (e.g., maximum capital appreciation, growth, income, or growth, and income), risk tolerance, time horizon, and tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. When appropriate, we may utilize the services of third-party investment advisers (“Outside Managers”) to assist with the management of Client accounts. We assist Clients in selecting an appropriate investment strategy and conduct due-diligence on the Outside Manager. Our review process and analysis of Outside Managers is further discussed in Item 8 of this Brochure. Financial Planning Services. At no additional fee and at Client’s election, SWM also provides the Client with ongoing financial planning services. This service involves working one-on-one with a financial planner (“planner”) over an extended period of time. Through this ongoing arrangement, Clients are expected to collaborate with the planner to develop and assist in the implementation of their financial plan (the “plan”). The planner will monitor the plan, recommend any appropriate changes and ensure the plan is up-to-date as the Client’s situation, goals, and objectives evolve. Upon engaging the firm for financial planning, SWM is responsible for obtaining and analyzing all necessary qualitative and quantitative information from the Client that is essential to understanding the Client’s personal and financial circumstances; helping the Client identify, select, and prioritize certain financial goals while understanding the effect that pursuing one goal may have on other potential goals; assessing the Client’s current course of action and alternative courses of action to identify required changes that provide the best opportunity for the client to meet their financial goals; developing & presenting financial planning recommendations based on the aforementioned actions while including all information that was required to be considered in preparing 4  the recommendations; and ongoing monitoring of the Client’s progress toward the goals and objectives that the recommendations are based around. These components all require in-depth communication with the Client in order for the planner to establish a financial plan and implementation strategy that provides the Client with the most appropriate options in pursuing their established goals and objectives. Some of the topics we may discuss during our relationship with clients include some or all of the following: Business Planning: We provide consulting services for Clients who currently operate their own business, are considering starting a business, or are planning for an exit from their current business. Under this type of engagement, we work with you to assess your current situation, identify your objectives, and develop a plan aimed at achieving your goals. Cash Flow and Debt Management: We will conduct a review of your income and expenses to determine your current surplus or deficit along with advice on prioritizing how any surplus should be used or how to reduce expenses if they exceed your income. Advice may also be provided on which debts to pay off first based on factors such as the interest rate of the debt and any income tax ramifications. We may also recommend what we believe to be an appropriate cash reserve that should be considered for emergencies and other financial goals, along with a review of accounts (such as money market funds) for such reserves, plus strategies to save desired amounts. College Savings: Includes projecting the amount that will be needed to achieve college or other post-secondary education funding goals, along with advice on ways for you to save the desired amount. Recommendations as to savings strategies are included, and, if needed, we will review your financial picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if appropriate). Employee Benefits Optimization: We will provide review and analysis as to whether you, as an employee, are taking the maximum advantage possible of your employee benefits. If you are a business owner, we will consider and/or recommend the various benefit programs that can be structured to meet both business and personal retirement goals. Estate Planning: This usually includes an analysis of your exposure to estate taxes and your current estate plan, which may include whether you have a will, powers of attorney, trusts, and other related documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies such as the use of applicable trusts. We always recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. We may provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. From time-to-time, we will participate in meetings or phone calls between you and your attorney with your approval or request. Financial Goals: We will help Clients identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need to make it happen, how much time you will need to reach the goal, and how much you should budget for your goal. Insurance: Review of existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home, and automobile. 5  Investment Analysis: This may involve developing an asset allocation strategy to meet Clients’ financial goals and risk tolerance, providing information on investment vehicles and strategies, reviewing employee stock options, as well as assisting you in establishing your own investment account at a selected broker/dealer or custodian. The strategies and types of investments we may recommend are further discussed in Item 8 of this brochure. Retirement Planning: Our retirement planning services typically include projections of your likelihood of achieving your financial goals, typically focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we may make recommendations, including those that may impact the original projections by adjusting certain variables (e.g., working longer, saving more, spending less, taking more risk with investments). If you are near retirement or already retired, advice may be given on appropriate distribution strategies to minimize the likelihood of running out of money or having to adversely alter spending during your retirement years Risk Management: A risk management review includes an analysis of your exposure to major risks that could have a significant adverse impact on your financial picture, such as premature death, disability, property and casualty losses, or the need for long-term care planning. Advice may be provided on ways to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (“self-insuring”). Tax Planning Strategies: Advice may include ways to minimize current and future income taxes as a part of your overall financial planning picture. For example, we may make recommendations on which type of account(s) or specific investments should be owned based in part on their “tax efficiency,” with the consideration that there is always a possibility of future changes to federal, state or local tax laws and rates that may impact your situation. We recommend that you consult with a qualified tax professional before initiating any tax planning strategy, and we may provide you with contact information for accountants or attorneys who specialize in this area if you wish to hire someone for such purposes. We will participate in meetings or phone calls between you and your tax professional with your approval. Retirement Plan Consulting Our firm provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such 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 could include: investment options, plan structure and participant education. In providing retirement plan consulting services, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). 6  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 appointments to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. Client Tailored Services and Client Imposed Restrictions We offer the same suite of services to all of our Clients. However, specific Client financial plans and their implementation are dependent upon the Client Investment Policy Statement which outlines each Client’s current situation (income, tax levels, and risk tolerance levels) and is used to construct a Client specific plan to aid in the selection of a portfolio that matches restrictions, needs, and targets. Clients are able to specify, within reason, any limitations they would like to place on discretionary authority as it pertains to individual securities and/or sectors that will be traded in their account, by notating these items on the executed advisory agreement. Wrap Fee Programs We do not participate in wrap fee programs. Assets under Management As of December 31, 2025, SWM has $162,081,052 in discretionary and $0 in non-discretionary assets under management. 7  Item 5: Fees and Compensation Please note, unless a Client has received the firm’s Disclosure Brochure at least 48 hours prior to signing the investment advisory contract, the investment advisory contract may be terminated by the Client within five (5) business days of signing the contract without penalty. How we are paid depends on the type of advisory service we are performing. Please review the fee and compensation information below. Investment Management & Financial Planning Services Our standard advisory fee is based on the market value of the assets under management and is calculated as follows: Assets under Management (“AUM”) Annual Advisory Fee $0 - $250,000 1.50% $250,001 - $500,000 1.25% Above $500,000 1.00% SWM has a household AUM minimum of $100,000. Advisory fees are paid in arrears on a quarterly basis based on the Client’s assets under management as of the last business day of the quarter. The fee schedule is a straight tier. For example, if Assets Under Management were $3,000,000 as of the last day of the quarter, the quarterly Advisory Fee would be $7,500 (($3,000,000*1.00%)/4). Accounts initiated or terminated during a calendar quarter will be charged a prorated fee based on the amount of time remaining in the billing period. Upon Client’s authorization, advisory fees are directly debited from Client accounts, or the Client may choose to pay by electronic funds transfer or check. In the event that fees are directly deducted, SWM will provide an invoice as further detailed in Item 15 of this Brochure. We calculate period-end account values after all dividends and/or interest settle into the account. Therefore, the account value used to calculate advisory fees may differ from that of the custodial account statement. Our billing invoice will indicate the total account value used to calculate the advisory fee. SWM, in its sole discretion, may negotiate to charge a lesser fee or reduce or waive our minimum AUM requirement based upon certain criteria, such as the complexity of the client’s portfolio, the level of expertise required to service the account, the staff time involved in servicing the account, pre-existing client relationships, anticipated future additional assets, dollar amount of assets to be managed, account retention and pro bono activities among other factors. No increase in the annual fee shall be effective without agreement from the Client by signing a new agreement or amendment to their current advisory agreement. If SWM utilizes an Outside Manager, the above fee schedule includes the Outside Manager’s fee. The Outside Manager will invoice SWM directly for their services. Information about Outside Managers will be provided to the Client by SWM by delivering the Outside Manager’s Form ADV. 8  Services may be terminated with written notice at least 30 calendar days in advance. Upon receipt of such notice, Advisor shall prorate the fees based on the remaining days in the billing period to the date of termination and collect the prorated fees in advance. Credits. For clients whose AUM are $1,000,000 or greater, SWM provides certain credits to be used towards third-party services providers. Specifically, SWM provides clients with a credit of up to $600/year for tax preparation. We provide recommendations for tax preparation service providers, however, clients are never obligated to utilize our recommended providers. Retirement Plan Consulting Our standard advisory fee is based on the market value of the assets under management and is calculated as follows: Plan Assets Annual Advisory Fee $0 - $500,000 1.00% $500,001 - $3,000,000 0.75% $3,000,001 - $5,000,000 0.50% $5,000,001 - $10,000,000 0.25% $10,000,001 and Above 0.20% SWM will be compensated for Retirement Plan Consulting services according to the value of plan assets not to exceed 1% of the total plan assets. This does not include fees to other parties, such as record keepers, custodians, or third-party administrators. The annual fees are negotiable, prorated and paid in arrears on a quarterly basis. The advisory fee is a blended fee and is calculated by assessing the percentage rates using the predefined levels of assets as shown in the above chart and applying the fee to the account value as of the last business day of the quarter, resulting in a combined weighted fee. For example, if total plan assets were valued at $2,000,000, Client would pay an effective fee of 0.81% with the annual fee of $16,250. The quarterly fee is determined by the following calculation: (($500,000 x 1.00%) + ($1,500,000 x 0.75%) ÷ 4 = $4,062.50. Accounts initiated or terminated during a calendar quarter will be charged a prorated fee based on the amount of time remaining in the billing period. No increase in the annual fee shall be effective without agreement from the Client by signing a new agreement or amendment to their current advisory agreement. Upon Client’s written authorization, a third-party such as the Custodian shall directly debit the Plan’s account for the above fees upon receipt of an invoice from Advisor. This engagement may be terminated with written notice at least 30 calendar days in advance. Since fees are paid in arrears, no refund will be needed upon termination of the Agreement. Other Types of Fees and Expenses Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which may be incurred by the Client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, and 9  electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund's prospectus. Such charges, fees, and commissions are exclusive of and in addition to our fee, and we shall not receive any portion of these commissions, fees, and costs. Item 12 further describes the factors that we consider in selecting or recommending broker-dealers for Client’s transactions and determining the reasonableness of their compensation (e.g., commissions). Annuity companies generally impose internal fees and expenses on annuity investment, including, but not limited to, contingent deferred sales charges, rider fees, administrative fees, surrender charges, transaction fees, subaccount expense ratios and early redemption fees. In addition, variable annuity companies generally impose mortality charges. These fees are in addition to the fees and expenses referenced above. Complete details of such internal expenses are specified and disclosed in each annuity company’s prospectus or contract. We do not accept compensation for the sale of securities or other investment products including asset-based sales charges or service fees from the sale of mutual funds. 10  Item 6: Performance-Based Fees and Side-By-Side Management We do not offer performance-based fees and do not engage in side-by-side management. 11  Item 7: Types of Clients We provide financial planning and portfolio management services to individuals and high net-worth individuals. We have a minimum household assets under management minimum of $100,000. 12  Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Our primary methods of investment analysis are Modern Portfolio Theory, Fundamental, Technical, Charting and Cyclical analysis. Modern Portfolio Theory (MPT) The underlying principles of MPT are: ● Investors are risk averse. The only acceptable risk is that which is adequately compensated by an expected return. Risk and investment return are related and an increase in risk requires an increased expected return. ● Markets are efficient. The same market information is available to all investors at the same time. The market prices every security fairly based upon this equal availability of information. ● ● ● The design of the portfolio as a whole is more important than the selection of any particular security. The appropriate allocation of capital among asset classes will have far more influence on long-term portfolio performance than the selection of individual securities. Investing for the long-term (preferably longer than ten years) becomes critical to investment success because it allows the long-term characteristics of the asset classes to surface. Increasing diversification of the portfolio with lower correlated asset class positions can decrease portfolio risk. Correlation is the statistical term for the extent to which two asset classes move in tandem or opposition to one another. Fundamental analysis involves analyzing individual companies and their industry groups, such as a company’s financial statements, details regarding the company’s product line, the experience, and expertise of the company’s management, and the outlook for the company’s industry. The resulting data is used to measure the true value of the company’s stock compared to the current market value. The risk of fundamental analysis is that the information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Technical analysis involves using chart patterns, momentum, volume, and relative strength in an effort to pick sectors that may outperform market indices. However, there is no assurance of accurate forecasts or that trends will develop in the markets we follow. In the past, there have been periods without discernible trends and similar periods will presumably occur in the future. Even where major trends develop, outside factors like government intervention could potentially shorten them. Furthermore, one limitation of technical analysis is that it requires price movement data, which can translate into price trends sufficient to dictate a market entry or exit decision. In a trendless or erratic market, a technical method may fail to identify trends requiring action. In addition, technical methods may overreact to minor price movements, establishing positions contrary to overall price trends, which may result in losses. Finally, a technical trading method may underperform other trading methods when fundamental factors dominate price moves within a given market. Cyclical analysis is a type of technical analysis that involves evaluating recurring price patterns and trends based upon business cycles. Economic/business cycles may not be predictable and may have many fluctuations 13  between long-term expansions and contractions. The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Charting analysis involves the gathering and processing of price and volume information for a particular security. This price and volume information is analyzed using mathematical equations. The resulting data is then applied to graphing charts, which is used to predict future price movements based on price patterns and trends. Charts may not accurately predict future price movements. Current prices of securities may not reflect all information about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Passive Investment Management We primarily practice passive investment management. Passive investing involves building portfolios that are composed of various distinct asset classes. The asset classes are weighted in a manner to achieve the desired relationship between correlation, risk, and return. Funds that passively capture the returns of the desired asset classes are placed in the portfolio. The funds that are used to build passive portfolios are typically index mutual funds or exchange-traded funds. Passive investment management is characterized by low portfolio expenses (i.e. the funds inside the portfolio have low internal costs), minimal trading costs (due to infrequent trading activity), and relative tax efficiency (because the funds inside the portfolio are tax efficient and turnover inside the portfolio is minimal). In contrast, active management involves a single manager or managers who employ some method, strategy or technique to construct a portfolio that is intended to generate returns that are greater than the broader market or a designated benchmark. Use of Outside Managers We may refer Clients to Third Party Investment Advisers or advisory programs (“Outside Managers”). Our analysis of Outside Managers involves the examination of the experience, expertise, investment philosophies, and past performance of the Outside Managers in an attempt to determine if that Outside Manager has demonstrated an ability to invest over a period of time and in different economic conditions. We monitor the Outside Manager's underlying holdings, strategies, concentrations, and leverage as part of our overall periodic risk assessment. Additionally, as part of our due diligence process, we survey the Outside Manager's compliance and business enterprise risks. A risk of investing with an Outside Manager who has been successful in the past is that they may not be able to replicate that success in the future. In addition, we do not control the underlying investments in an Outside Manager's portfolio. There is also a risk that an Outside Manager may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment for our Clients. Moreover, as we do not control the Outside Manager's daily business and compliance operations, we may be unaware of the lack of internal controls necessary to prevent business, regulatory or reputational deficiencies. Material Risks Involved All investing strategies we offer involve risk and may result in a loss of your original investment which you should be prepared to bear. Many of these risks apply equally to stocks, bonds, commodities, and any other investment or security. Material risks associated with our investment strategies are listed below. 14  Market Risk: Market risk involves the possibility that an investment’s current market value will fall because of a general market decline, reducing the value of the investment regardless of the operational success of the issuer’s operations or its financial condition. Strategy Risk: The Adviser’s investment strategies and/or investment techniques may not work as intended. Small and Medium Cap Company Risk: Securities of companies with small and medium market capitalizations are often more volatile and less liquid than investments in larger companies. Small and medium cap companies may face a greater risk of business failure, which could increase the volatility of the Client’s portfolio. Concentration Risk: Certain investment strategies focus on particular asset-classes, industries, sectors or types of investment. From time to time these strategies may be subject to greater risks of adverse developments in such areas of focus than a strategy that is more broadly diversified across a wider variety of investments. Interest Rate Risk: Bond (fixed income) prices generally fall when interest rates rise, and the value may fall below par value or the principal investment. The opposite is also generally true: bond prices generally rise when interest rates fall. In general, fixed income securities with longer maturities are more sensitive to these price changes. Most other investments are also sensitive to the level and direction of interest rates. Legal or Legislative Risk: Legislative changes or Court rulings may impact the value of investments, or the securities’ claim on the issuer’s assets and finances. Inflation: Inflation may erode the buying power of your investment portfolio, even if the dollar value of your investments remains the same. Risks Associated with Securities Apart from the general risks outlined above which apply to all types of investments, specific securities may have other risks. 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 a 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. Common stocks may go up and down in price quite dramatically, and in the event of an issuer’s bankruptcy or restructuring could lose all value. A slower-growth or recessionary economic environment could have an adverse effect on the price of all stocks. Corporate Bonds are debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on factors such as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. The longer the time to a bond’s maturity, the greater its interest rate risk. 15  Exchange Traded Funds prices may vary significantly from the Net Asset Value due to market conditions. Certain Exchange Traded Funds may not track underlying benchmarks as expected. ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value; (ii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. The Adviser has no control over the risks taken by the underlying funds in which the Clients invest. Mutual Funds: When a Client invests in open-end mutual funds or ETFs, the Client indirectly bears its proportionate share of any fees and expenses payable directly by those funds. Therefore, the Client will incur higher expenses, many of which may be duplicative. In addition, the Client's overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). Options and other derivatives carry many unique risks, including time sensitivity, and can result in the complete loss of principal. The most conservative options strategy is selling covered calls (investor sells the derivative while in possession of the underlying stock). When selling covered calls, there is a risk the underlying position may be called away at a price lower than the current market price. The riskiest of all option strategies is selling call options against a stock that you do not own. This transaction is referred to as selling uncovered calls or writing naked calls. The primary benefit you can gain from this strategy is the amount of the premium you receive from the sale. Private Placements (also referred to as Reg D offering) is a security or pooled investment fund that is not offered for sale to the public. While their issuance is governed under the Securities Act of 1933, private placements are not registered with the SEC like stocks, bonds or other publicly traded securities. Because private placements are illiquid investments, with no guarantee of returns, distributions, or interest payments. They are intended for experienced and sophisticated investors who are willing to bear the high degree of various risks of the investment. Such risks include, but are not limited to, liquidity risk, market risk, credit risk, and interest rate risk. 16  Item 9: Disciplinary Information Criminal or Civil Actions SWM and its management have not been involved in any criminal or civil action. Administrative Enforcement Proceedings SWM and its management have not been involved in administrative enforcement proceedings. Self-Regulatory Organization Enforcement Proceedings SWM and its management persons have not been involved in any self-regulatory organization (SRO) proceedings. 17  Item 10: Other Financial Industry Activities and Affiliations No SWM employee is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. No SWM employee is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator or a commodity trading advisor. SWM is affiliated with Shepherd Business and Tax Advisors Incorporated (“SBTA”) through common ownership and control. SBTA is a separate entity that provides accounting, tax, and consulting services. Supervised persons of SWM may also be employed by SBTA. SBTA typically recommends SWM to its tax clients in need of investment advisory services. Conversely, SWM typically recommends SBTA to advisory clients in need of accounting and/or tax services. Accounting and tax services provided by SBTA are separate and distinct from SWM’s advisory services and are provided to clients for typical compensation that is separate and distinct from SWM’s advisory fees. SWM clients are never obligated to engage SBTA for services and conversely, no accounting or tax clients are obligated to use the advisory services of SWM. Clients should be aware that the foregoing arrangement with SBTA creates a conflict of interest that may impair the objectivity of our firm and our personnel when making advisory recommendations due to the financial incentive associated with the potential for our firm and our employees to earn compensation, in the form of accounting fees, from advisory clients in addition to our firm’s advisory fees. Recommendations or Selections of Other Investment Advisers SWM may recommend Clients to Outside Managers to manage their accounts. In the event that we recommend an Outside Manager, we do not share in their advisory fee. Clients pay one single fee (as noted in Item 5), however our fee is separate to the Outside Managers compensation and the Outside Manager will invoice SWM directly for their portion of the fee. Clients will receive a copy of the Outside Manager’s Form ADV 2A, Firm Brochure, which also describes the Outside Manager’s fee. You are not obligated, contractually or otherwise, to use the services of any Outside Manager we recommend. Moreover, SWM will only recommend an Outside Manager who is properly licensed or registered as an investment adviser. 18  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading As a fiduciary, our firm and its associates have a duty of utmost good faith to act solely in the best interests of each Client. Our Clients entrust us with their funds and personal information, which in turn places a high standard on our conduct and integrity. Our fiduciary duty is a core aspect of our Code of Ethics and represents the expected basis of all of our dealings. The firm also adheres to the Code of Ethics and Professional Responsibility adopted by the CFP® Board of Standards Inc., and accepts the obligation not only to comply with the mandates and requirements of all applicable laws and regulations but also to take responsibility to act in an ethical and professionally responsible manner in all professional services and activities. Code of Ethics Description This code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield associated persons from liability for personal trading or other conduct that violates a fiduciary duty to advisory Clients. A summary of the Code of Ethics' Principles is outlined below. • Integrity - Associated persons shall offer and provide professional services with integrity. • Objectivity - Associated persons shall be objective in providing professional services to Clients. • Competence - Associated persons shall provide services to Clients competently and maintain the necessary knowledge and skill to continue to do so in those areas in which they are engaged. • Fairness - Associated persons shall perform professional services in a manner that is fair and reasonable to Clients, principals, partners, and employers, and shall disclose conflict(s) of interest in providing such services. • Confidentiality - Associated persons shall not disclose confidential Client information without the specific consent of the Client unless in response to proper legal process, or as required by law. • Professionalism - Associated persons' conduct in all matters shall reflect the credit of the profession. • Diligence - Associated persons shall act diligently in providing professional services. We periodically review and amend our Code of Ethics to ensure that it remains current, and we require all firm access persons to attest to their understanding of and adherence to the Code of Ethics at least annually. Our firm will provide a copy of its Code of Ethics to any Client or prospective Client upon request. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Neither our firm, its associates or any related person is authorized to recommend to a Client or effect a transaction for a Client, involving any security in which our firm or a related person has a material financial interest, such as in the capacity as an underwriter, adviser to the issuer, etc. 19  Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest Our firm, its access persons, and its related persons may buy or sell securities similar to, or different from, those we recommend to Clients. In an effort to reduce or eliminate certain conflicts of interest, our Code of Ethics may require that we restrict or prohibit access persons’ transactions in specific reportable securities. Any exceptions or trading pre-clearance must be approved by SWM’s Chief Compliance Officer in advance of the transaction in an account. SWM maintains a copy of access persons’ personal securities transactions as required. Trading Securities At/Around the Same Time as Client’s Securities From time to time our firm, its access persons, or its related persons may buy or sell securities for themselves at or around the same time as they buy or sell securities for Clients’ account(s). To address this conflict, it is our policy that neither our firm or access persons shall have priority over Clients’ accounts in the purchase or sale of securities. 20  Item 12: Brokerage Practices Factors Used to Select Custodians and/or Broker-Dealers In recommending custodians, we have an obligation to seek the “best execution” of transactions in Client accounts. The determinative factor in the analysis of best execution is not the lowest possible commission cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of the custodian’s services. The factors we consider when evaluating a custodian for best execution include, without limitation, the custodian’s: ● Combination of transaction execution services and asset custody services (generally without a separate fee for custody); ● Capability to execute, clear, and settle trades (buy and sell securities for your account); ● Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.); ● Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds (ETFs), etc.); ● Availability of investment research and tools that assist us 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 the prices; ● Reputation, financial strength, security and stability; ● Prior service to us and our clients. With this in consideration, our firm recommends Charles Schwab & Co., Inc. (“Schwab”), an independent and unaffiliated SEC registered broker-dealer firm and member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). Research and Other Soft-Dollar Benefits We do not have any soft-dollar arrangements with custodians whereby soft-dollar credits, used to purchase products and services, are earned directly in proportion to the amount of commissions paid by a Client. However, as a result of being on their institutional platform, Schwab may provide us with certain services that may benefit us. Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like us. They provide our Clients and us with access to their institutional brokerage services (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 us manage or administer our Clients’ accounts, while others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis (we don’t have to request them) and at no charge to us. The benefits received by Advisor or its personnel do not depend on the number of brokerage transactions directed to Schwab. As part of its fiduciary duties to Clients, Advisor at all times must put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits by Advisor or its related persons in and of itself creates a potential conflict of interest and may indirectly influence the Advisor’s choice of Schwab for custody and brokerage services. This 21  conflict of interest is mitigated as Advisor regularly reviews the factors used to select custodians to ensure our recommendation is appropriate. Following is a more detailed description of Schwab’s support services: 1. Services that benefit you. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our Clients. Schwab’s services described in this paragraph generally benefit you and your account. 2. Services that may not directly benefit you. Schwab also makes available to us other products and services that benefit us but may not directly benefit you or your account. These products and services assist us in managing and administering our Clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or a substantial number of our Clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: ● provide access to Client account data (such as duplicate trade confirmations and account statements) facilitate trade execution and allocate aggregated trade orders for multiple Client accounts facilitate payment of our fees from our Clients’ accounts ● ● provide pricing and other market data ● ● assist with back-office functions, recordkeeping, and Client reporting 3. Services that generally benefit only us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: ● Educational conferences and events ● Consulting on technology, compliance, legal, and business needs ● Publications and conferences on practice management and business succession 4. Your brokerage and custody costs. For our Clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it executes or that settle into your Schwab account. Certain trades (for example, many mutual funds and ETFs) may not incur Schwab commissions or transaction fees. Brokerage for Client Referrals We receive no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. Clients Directing Which Broker/Dealer/Custodian to Use We do recommend a specific custodian for Clients to use, however, Clients may custody their assets at a custodian of their choice. Clients may also direct us to use a specific broker-dealer to execute transactions. By allowing Clients to choose a specific custodian, we may be unable to achieve the most favorable execution of Client transactions and this may cost Clients money over using a lower-cost custodian. Aggregating (Block) Trading for Multiple Client Accounts Investment advisers may elect to purchase or sell the same securities for several clients at approximately the same time when they believe such action may prove advantageous to clients. This process is referred to as 22  aggregating orders, batch trading or block trading. We do not engage in block trading. It should be noted that implementing trades on a block or aggregate basis may be less expensive for client accounts; however, it is our trading policy to implement all client orders on an individual basis. Therefore, we do not aggregate or “block” client transactions. Considering the types of investments we hold in advisory client accounts, we do not believe clients are hindered in any way because we trade accounts individually. This is because we develop individualized investment strategies for clients and holdings will vary. Our strategies are primarily developed for the long-term and minor differences in price execution are not material to our overall investment strategy. Outside Managers used by SWM may block Client trades at their discretion. Their specific practices are further discussed in their ADV Part 2A, Item 12. 23  Item 13: Review of Accounts Clients who engage us for investment management services will have their account(s) reviewed regularly on a quarterly basis by Joshua Garland, Owner and CCO and/or John Ashcroft, President. The account(s) are reviewed with regards to the Client’s investment policies and risk tolerance levels. Events that may trigger a special review would be unusual performance, addition or deletions of Client imposed restrictions, excessive draw-down, volatility in performance, or buy and sell decisions from the firm or per Client's needs. Clients will receive trade confirmations from the broker(s) for each transaction in their accounts as well as monthly or quarterly statements and annual tax reporting statements from their custodian showing all activity in the accounts, such as receipt of dividends and interest. SWM will not provide written reports to Investment Management Clients. 24  Item 14: Client Referrals and Other Compensation SWM is a fee-only firm that is compensated solely by its Clients. SWM does not receive commissions or other sales-related compensation. Except as mentioned in Item 12 above, we do not receive any economic benefit, directly or indirectly, from any third party for advice rendered to our Clients. SWM engages independent promoters to provide client referrals. If a client is referred to us by a promoter, this practice is disclosed to the Client in writing by the promoter and SWM pays the promoter out of its own funds—specifically, SWM generally pays the promoter a portion of the advisory fees earned for managing the accounts of the Client that was referred. The use of promoters is strictly regulated under applicable federal and state law. SWM’s policy is to fully comply with the requirements of Rule 206(4)-1, under the Investment Advisers Act of 1940, as amended, and similar state rules, as applicable. Promoters are not employees of SWM and are independent and unaffiliated with SWM. SWM will not charge Clients referred by a promoter any fees or costs higher than its standard fee schedule disclosed in this Brochure. For information regarding the specific fees paid directly to a promoter, please refer to the Promoter Disclosure Statement the promoter provided. If Clients are unable to locate that Statement, please contact our firm at the number provided on the cover page of this Brochure. 25  Item 15: Custody With the exception of our ability to directly debit fees, we do not hold, directly or indirectly, client funds or securities, or have any authority to obtain possession of them. All client assets are held at the qualified Custodian, usually Schwab. We currently recommend Schwab to act as your qualified Custodian to hold your assets and execute securities transactions for your account. SWM has the ability to directly deduct its advisory fees from Client’s custodial account. When doing so, (1) the Custodian sends quarterly statements to the client showing all disbursements for the custodian account, including the amount of our advisory fees, and (2) the client provides written authorization permitting us to be paid directly from their accounts held by the Custodian. We urge you to carefully review custodial statements and compare them to the account invoices or reports that we may provide to you and notify us of any discrepancies. Clients are responsible for verifying the accuracy of these fees as listed on the custodian’s brokerage statement as the custodian does not assume this responsibility. Our reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. 26  Item 16: Investment Discretion For those Client accounts where we provide Investment Management Services, we maintain discretion over Client accounts with respect to securities to be bought and sold and the amount of securities to be bought and sold. Investment discretion is explained to Clients in detail when an advisory relationship has commenced. At the start of the advisory relationship, the Client will execute a Limited Power of Attorney, which will grant our firm discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory contract and signed by the Client. If SWM has engaged an Outside Manager to assist with the management of Client’s portfolio, SWM has the discretion to direct the Outside Manager to buy or sell securities for Client’s portfolio without obtaining prior Client approval for each transaction. 27  Item 17: Voting Client Securities We do not vote Client proxies. Therefore, Clients maintain exclusive responsibility for: (1) voting proxies, and (2) acting on corporate actions pertaining to the Client’s investment assets. The Client shall instruct the Client’s qualified custodian to forward to the Client copies of all proxies and shareholder communications relating to the Client’s investment assets. If the Client would like our opinion on a particular proxy vote, they may contact us at the number listed on the cover of this brochure. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward you any electronic solicitation to vote proxies. 28  Item 18: Financial Information Registered Investment Advisers are required in this Item to provide you with certain financial information or disclosures about our financial condition. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to Clients, and we have not been the subject of a bankruptcy proceeding. We do not have custody of Client funds or securities or require or solicit prepayment of more than $1,200 in fees per Client six months in advance. 29