NEXT UP WEALTH- ADV 2A BROCHURE- OCT 2026

Item 1 – Cover Page Brochure Next Up Wealth Advisors, LLC 9375 E. Shea Blvd., Ste 100 Scottsdale, AZ 85260 480-450-7407 www.nextupwealthadvisors.com October 6, 2026 the contents of This Brochure provides information about the qualifications and business practices of Next Up Wealth Advisors, LLC (“NUWA,” “us,” “we,” or “our”). When we use the words “you,” “your,” and “client,” we refer to you as our client or prospective client. We use the term “supervised person” to refer to our officers, employees, and all individuals who provide investment advice on behalf of NUWA. If you have any questions about this Brochure, please contact us at 480-450-7407 or amanda@nextupwealthadvisors.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. NUWA is a registered investment adviser. The registration of an investment adviser does not imply any level of skill or training. The oral and written communications made to you by NUWA, including the information contained in this Brochure, should provide you with information to determine whether to hire or retain NUWA as your adviser. Additional information about NUWA is also available on the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with, registered with, or required to be registered as investment adviser representatives of NUWA. i Part 2A of Form ADV: Firm Brochure The LeGaye Law Firm, PC  Item 2 - Material Changes This Brochure reflects the current advisory activities of NUWA as of the filing date and is posted on the SEC’s public disclosure website (“IAPD”) at www.adviserinfo.sec.gov. The “material changes” made to this Brochure are set forth below, along with a number of editorial changes made since our last delivery or posting of the Brochure on the SEC’s public disclosure website (“IARD”) at www.adviserinfo.sec.gov. • • Item 4 Advisory Services – Updated to include a new service of my529.com advisory services. Item 10 Other Financial Industry Activities and Affiliations – Updated to remove affiliation with Brightscape Investment Centers Inc. as the firm has terminated its investment adviser registration. In the future, we will provide new clients with a Brochure before or at the time we enter into an advisory agreement. In the future, we will deliver to our clients, within 120 days of the end of each fiscal year, a free, updated Brochure that either includes a summary of material changes or is accompanied by one. Alternatively, we may deliver a summary of material changes that includes an offer to provide a copy of the updated Brochure and information on how our clients can obtain it. Currently, our Brochure may be requested by contacting Amanda Wray, Managing Member, at 480-450-7407. Our Brochure is also available on our website www.nextupwealthadvisors.com, free of charge. ii Part 2A of Form ADV: Firm Brochure The LeGaye Law Firm, PC  Item 3 -Table of Contents Item 1 – Cover Page ....................................................................................................................... i Item 2 - Material Changes ............................................................................................................ ii Item 3 -Table of Contents ............................................................................................................ iii Item 4 – Advisory Business .......................................................................................................... 1 Ownership ........................................................................................................................................ 1 Services Offered............................................................................................................................... 1 Investment Products ......................................................................................................................... 1 Assets Under Management .............................................................................................................. 1 Overview of Services Offered ......................................................................................................... 2 Portfolio and Wealth Management Services ......................................................................................................... 2 Wealth Management Services Program ................................................................................................................ 2 Third-Party Investment Manager/Separately Managed Accounts ........................................................................ 2 Pension Plan Advisory Services ........................................................................................................................... 3 Retirement Accounts – DOL Disclosure ......................................................................................... 4 Financial Planning & Consulting Services ........................................................................................................... 4 Tailoring of Advisory Services ............................................................................................................................. 5 Third- Party Technology Platforms ...................................................................................................................... 5 Type of Compensation ..................................................................................................................... 6 Asset-based fees for Portfolio and Wealth Management ................................................................. 6 Third-Party Investment Manager/Separately Managed Account Fees ............................................ 7 Pension Plan Advisory Fees............................................................................................................. 8 Transaction Costs ............................................................................................................................. 8 Financial Planning Service Fees ...................................................................................................... 8 Termination ...................................................................................................................................... 8 Item 6 – Performance-Based Fees and Side-By-Side Management ......................................... 9 Item 7 – Types of Clients .............................................................................................................. 9 Account Minimum Requirements .................................................................................................... 9 Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss.................................. 9 Analysis Methods ............................................................................................................................ 9 Fundamental ....................................................................................................................................................... 10 Asset Allocation.................................................................................................................................................. 10 Portfolio Construction ........................................................................................................................................ 10 Sources of Information .................................................................................................................. 10 Investment Strategies ..................................................................................................................... 11 Third-Party Managers and Funds........................................................................................................................ 11 Tax Considerations ............................................................................................................................................. 12 Investment Strategy Risks .............................................................................................................. 12 General Risks ...................................................................................................................................................... 12 iii Part 2A of Form ADV: Firm Brochure The LeGaye Law Firm, PC  Long-term Purchases (securities held at least a year) ......................................................................................... 12 Short-term purchases (securities sold within a year) .......................................................................................... 12 Trading (securities sold within 30 days) ............................................................................................................. 13 Margin Risk ........................................................................................................................................................ 13 Other Investment Risks .................................................................................................................. 14 Risks Relating to Differing Classes of Securities ............................................................................................... 14 Small Capitalization Issuers ................................................................................................................................ 14 Money Market Funds .......................................................................................................................................... 14 Risks Relating to Unit Investment Trusts (“UITs”). ........................................................................................... 15 Risks Relating to ETFs ....................................................................................................................................... 15 Risks Relating to Mutual Funds, ETFs, and Variable Annuities that Pursue Complex or Alternative Investment Strategies ............................................................................................................................................................ 15 Utilization of Real Estate Funds (including unregistered REITs) ....................................................................... 16 Utilization of Alternative Investments ................................................................................................................ 16 International Securities ....................................................................................................................................... 16 Information Security Risk. ............................................................................................................. 16 Item 9 – Disciplinary Information ............................................................................................. 17 Item 10 – Other Financial Industry Activities and Affiliations .............................................. 17 Registration as a Broker/Dealer or a Broker/Dealer. ..................................................................... 17 Registration Relationships Material to this Advisory Business and Possible Conflicts of Interest. ................................................................................................................................................................. 17 Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections ................................................................................................................................................ 17 Pooled Investments ........................................................................................................................ 17 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading....................................................................................................................... 18 General ........................................................................................................................................... 18 Personal Trading ............................................................................................................................ 18 Insider Information ........................................................................................................................ 19 Item 12 – Brokerage Practices ................................................................................................... 19 Brokerage for Client Referrals ....................................................................................................... 20 Best Execution ............................................................................................................................... 20 Trade Aggregation ......................................................................................................................... 20 Soft Dollar Arrangements .............................................................................................................. 20 Item 13 – Review of Accounts .................................................................................................... 21 Account Review ............................................................................................................................. 21 Reports ........................................................................................................................................... 21 Trade Errors ................................................................................................................................... 22 Item 14 – Client Referrals and Other Compensation .............................................................. 22 Client Referrals .............................................................................................................................. 22 Other Compensation ...................................................................................................................... 22 iv Part 2A of Form ADV: Firm Brochure The LeGaye Law Firm, PC  Item 15 – Custody ....................................................................................................................... 22 Supervision/Affiliation with Custodian .............................................................................................................. 22 Co-Trustee Services ....................................................................................................................... 23 Item 16 – Investment Discretion ................................................................................................ 24 Discretionary Authority ................................................................................................................. 24 Documentation of Discretion ......................................................................................................... 24 Discretionary Management ............................................................................................................ 24 Non-discretionary Management ..................................................................................................... 24 Item 17 – Voting Client Securities ............................................................................................. 24 Item 18 – Financial Information ................................................................................................ 25 Item 19 – Requirements for State-Registered Advisers .......................................................... 25 v Part 2A of Form ADV: Firm Brochure The LeGaye Law Firm, PC  Item 4 – Advisory Business Next Up Wealth Advisors, LLC (“NUWA”) is a registered investment adviser firm established in 2026 to provide financial planning and investment management services to individuals, trusts, estates, charitable organizations, and pension and profit plans. Ownership Our firm is a limited liability company formed in the State of Arizona. The sole Principal Owner of NUWA is Amanda Wray. Services Offered NUWA offers the following advisory services: • • • • Portfolio management services for individuals and/or small businesses Selection of other advisers Financial planning services Pension consulting services Investment Products NUWA may offer advice on the following, as well as the foreign equivalents of the following investment products: • • • • • • • Equity securities (exchange-listed, over the counter, foreign issuers) Corporate debt securities Certificates of deposits Municipal securities Investment Company Securities (mutual fund shares) Securities of foreign issuers Exchange-listed securities NUWA may provide advice on, or use, other securities as well to help diversify a portfolio when applicable. This selection of specific securities will provide proper diversification and help meet the client’s stated investment objectives, although you may impose restrictions on us regarding investments in certain securities or types and classes of securities. Assets Under Management As of the date of this Brochure, NUWA has $79,699,485 in discretionary and $20,535,269 in non-discretionary assets under management. 1 | P a g e  Wrap Programs NUWA does not participate in or sponsor any wrap fee programs. Overview of Services Offered NUWA is a fee-based investment adviser that offers Portfolio Management Services and Financial Planning Services. Areas of service include asset allocation, investment selection, retirement planning, college funding, employee benefits, and qualified plan subaccount analysis. Our mission is to meet the financial needs of the individuals, families, and institutions that we serve through individualized investment advice, customized investment portfolios, and personalized service. NUWA gathers financial data, including the client’s goals, circumstances, resources, financial condition, and risk tolerance. NUWA then prepares and delivers strategy, analysis, and recommendations to the client to help them meet their financial goals through financial investments. Upon the client’s agreement to the investment strategy, the client signs an Investment Advisor Agreement, which serves as the contract between the client and NUWA, specifying the precise nature of services to be rendered by NUWA and fees to be paid by the client. Portfolio and Wealth Management Services NUWA manages client investment portfolios on a discretionary and non-discretionary basis. In addition, we provide clients with a broad range of comprehensive financial planning services, along with discretionary management of investment portfolios. NUWA tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. We consult with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints, and other factors relevant to managing their portfolios. Clients are advised to promptly notify us of any changes in their financial situation or of any limitations they wish to place on the management of their portfolios. Clients may impose reasonable restrictions or mandates on the management of their accounts if we determine, in our sole discretion, that the conditions will not materially impact the performance of a management strategy or prove overly burdensome to our management efforts. Wealth Management Services Program Our wealth management services comprise financial planning and portfolio management services. Our services are comprehensive, covering substantially all aspects of your personal financial situation and, importantly, taking into consideration the complex interactions of the many areas involved. A thorough understanding of your total assets and obligations, income, and expenses is integral to the advice and services we provide. Third-Party Investment Manager/Separately Managed Accounts NUWA may engage third-party investment managers to manage all or part of the client’s assets. Where third-party managers are used, the third-party manager will be responsible for portfolio management decisions and trading of securities. NUWA will continue to provide 2 | P a g e  investment supervisory services, including ongoing monitoring and review of account performance, asset allocation, and client investment objectives. Prior to recommending a third- party manager, we conduct due diligence on any third-party manager, which can involve one or more of the following: phone calls, meetings, and a review of the third-party manager’s performance, investment strategies, regulatory filings, and any disciplinary actions. To assist in selecting a third-party manager, we will gather information about your financial situation, investment objectives, and any reasonable restrictions to be imposed on account management. Clients will be expected to notify us of any changes in their financial situation, investment objectives, or account restrictions that could affect their financial standing or our ability to provide portfolio management services. Clients should carefully review each manager's disclosure documents for important and specific program details, including pricing. Third-party investment managers provide services for an additional fee, separate and apart from the fees charged by NUWA. Clients who enter into a direct agreement with one or more third-party managers will have their assets managed directly by the third-party manager(s). The terms and conditions of this relationship, including the assessment of the third-party manager’s fees and any other fees charged to the client in the servicing of the account, are set forth in the separate written agreement between the client and the designated third-party manager. In addition to this Brochure, the client receives the Brochure of the designated third-party manager(s). Certain third-party managers may impose minimum account requirements and varying billing practices that differ from those typically offered by us. Pension Plan Advisory Services NUWA provides retirement plan advisory services (“RPA”) on behalf of the retirement plans (each a “Plan”) and the company sponsoring the Plan (the “Plan Sponsor”) pursuant to a Retirement Plan Agreement. NUWA’s retirement plan advisory services are designed to assist the Plan Sponsor in meeting its fiduciary obligations to the Plan and its plan participants. Each engagement is customized to the needs of the Plan and Plan Sponsor, and services generally include: • Investment policy statement (“IPS”) design • Investment Oversight (ERISA 3(21)) • Ongoing Investment review and recommendations • Fee analysis • Participant education consulting • Fiduciary file These services are provided by NUWA serving in the capacity of a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), the Plan Sponsor is provided with a written description of NUWA’s fiduciary 3 | P a g e  status, the specific services to be rendered, and all direct and indirect compensation NUWA reasonably expects under the engagement. Retirement Accounts – DOL Disclosure We are fiduciaries within the meaning of ERISA and/or the Internal Revenue Code (“Code”), as applicable, when we provide investment advice regarding portfolio assets held in an IRA, Roth IRA, Archer Medical Savings Account, a Plan covered by ERISA, or a plan described in Section 4975(e)(1)(A) of the Code (collectively referred to collectively sometimes herein as (“Retirement Accounts”). To ensure that NUWA adheres to fiduciary norms and basic standards of fair dealing with respect to Retirement Accounts, we are required to provide advice in the "best interest" of the retirement client. The best interest standard has two chief components: prudence and loyalty. Under the prudence standard, our advice must meet a professional standard of care, and under the loyalty standard, our advice must be based on the interests of our retirement clients rather than on NUWA's potential competing financial interests. To address the conflicts of interest with respect to our compensation, we are required to act in your best interest and not put our interests ahead of yours. To this end, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice). • Never put our financial interests ahead of yours when making recommendations (give loyal advice). • Avoid misleading statements about conflicts of interest, fees, and investments. • Follow policies and procedures designed to ensure that we give advice that is in your best interest. • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. Financial Planning & Consulting Services NUWA provides a variety of standalone financial planning and consulting services to clients to manage financial resources based on an analysis of their current situation, goals, and objectives. Financial planning services typically involve preparing a financial plan or providing financial consultation for clients based on their financial goals and objectives. Our planning or consulting may encompass Investment Planning, Retirement Planning, Estate Planning, Charitable Planning, Education Planning, Personal Tax Planning, Real Estate Analysis, Mortgage/Debt Analysis, Insurance Analysis, Lines of Credit Evaluation, or Business and Personal Financial Planning. Written financial plans or financial consultations rendered to clients usually include general recommendations for a course of activity or specific actions to be taken by the clients. Implementation of the recommendations will be at the client's discretion. Our firm provides clients 4 | P a g e  with a summary of their financial situation and observations for financial planning engagements. Financial consultations are not typically accompanied by a written summary of observations and recommendations, as the process is less formal than the planning service. Assuming all requested information and documents are provided promptly, plans or consultations are typically completed within 6 months of the client signing a contract with our firm. the discretionary authority to NUWA does not have implement financial planning recommendations pursuant to a Financial Planning Agreement. To implement NUWA's investment recommendations, Clients must also enter into an Investment Management Agreement with NUWA. NUWA may collaborate with Clients’ accountants, attorneys, or other specialists as appropriate for their unique situation. Financial planning and consulting recommendations pose a conflict of interest because NUWA has an incentive to recommend that Clients engage NUWA for investment management services or increase the level of investment assets with NUWA, as this would increase the advisory fees NUWA receives. Clients are not obligated to implement any recommendations made by NUWA or maintain an ongoing relationship with NUWA. If the Client elects to act on any of NUWA's recommendations, the Client is under no obligation to implement the transaction(s) through NUWA. Tailoring of Advisory Services NUWA offers individualized investment advice to clients utilizing our Portfolio Management service. General investment advice will be offered to our Financial Planning & Consulting clients. Each client can impose reasonable restrictions on the types of investments held in the portfolio. Restrictions on investments in certain securities or types of securities may not be feasible due to the difficulty this would entail in managing the account. Restrictions would be limited to our Portfolio Management service. Third- Party Technology Platforms NUWA may make available certain third-party technology platforms that facilitate the delivery of advisory services or provide cash management solutions. These services are offered as a convenience to clients and are not required to receive advisory services from NUWA. Currently, NUWA uses Pontera, which, upon client authorization, provides investment management services for certain employer-sponsored retirement accounts, including eligible 401(k) plans. NUWA does not take custody of assets held in these retirement plans through Pontera. NUWA may also make Flourish Cash, a third-party cash management platform, available to clients, helping them manage cash reserves and short-term liquidity through participating financial institutions. NUWA does not serve as custodian of client assets held through Flourish Cash and does not have the authority to withdraw, transfer, disburse, or otherwise access client funds. Clients' participation in either platform is voluntary and provided as a complimentary service, and at no additional cost to the client. Clients may decline or discontinue use of these services at any time, subject to the terms of the applicable provider. NUWA does not receive compensation, 5 | P a g e  referral fees, revenue sharing, or any other economic benefit from Pontera or Flourish Cash based on a client’s use of these services. We provide investment advisory services for certain client education savings accounts maintained through my529.com, a 529 educational savings plan portal. Through my529’s financial advisor portal and pursuant to the client’s authorization, we may access and manage a client’s my529 account, including advising on and selecting among the investment options available through the program. Our recommendations regarding my529 accounts are based on factors we consider relevant to the client’s circumstances, which may include the client’s investment objectives, time horizon, risk tolerance, anticipated education funding needs, and other financial circumstances. Our authority is limited to providing investment advice and managing the investment selections within the client’s my529account. We do not have authority through the advisor portal to withdraw client funds, direct distributions, change account ownership, or otherwise obtain possession of client funds or securities. We do not charge clients an advisory or other fee for managing their my529 accounts. Clients remain responsible for any fees, expenses, or other charges imposed by my529 or the underlying investments held through the program. Clients should review the applicable my529 Program description and consult their tax professional regarding the tax consequences of investing in a 529 plan. Item 5 – Fees and Compensation Type of Compensation Based on the investment services provided, NUWA is compensated by the following means: • A percentage of assets under management • Hourly charges • Fixed fees (other than subscription fees) Asset-based fees for Portfolio and Wealth Management Portfolio Management fees are based on the market value of assets under management, based on the following schedule: Net Assets Under Management Annual Fee Under $250,000 1.25% $250,001 - $999,999 1.00% $1,000,001 - $1,999,999 0.90% Over $2,000,000 Negotiable Portfolio Management fees are calculated as a per annum percentage of the accounts’ average value and shall be deducted from the client's account on either a quarterly or monthly basis in arrears. Valuation of the assets managed is based upon the Account Average Value for the previous quarter or the month. 6 | P a g e  The “Account Average Value” = (M3 + M2 + M 1)/3; where M1 is the month-end balance for the immediately preceding month, M2 is the month-end balance for the month before M1, and M3 is the month-end balance for the month before M2. If the portfolio management agreement is executed at any time other than the first day of a calendar quarter or month, our fees will be computed on a pro-rata basis, meaning the advisory fee is payable in proportion to the number of days in the quarter or month for which you are a client. All unpaid earned fees will be due to NUWA. Fees will generally be automatically deducted from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when the following requirements are met: • You provide us with written authorization to pay the fees directly from your account held by the qualified custodian. • We send you an invoice that shows the amount of the fee, the value of the assets on which the fee is based, and the specific method used to calculate the fee. • The qualified custodian agrees to send you a statement, at least quarterly, showing all amounts disbursed from your account, including the advisory fee paid to us. We encourage you to reconcile our invoices with the statement(s) you receive from the qualified custodian. If you find any discrepancies between our invoice and the statement(s) you receive from the qualified custodian, please call our main office number listed on the cover page of this brochure. We may, in our sole discretion, charge a lesser investment management fee based on certain criteria, such as anticipated future earning capacity, anticipated future additional assets, the dollar amount of assets to be managed, related accounts, account composition, pre-existing client relationship, etc. We may also aggregate account values of family members in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other related accounts. We also offer discounted fees for Veterans, Law Enforcement Officers, and Teachers. Wealth Management Services encompass both Portfolio Management Services and Financial Planning Services. Clients who place over $1 million in assets under the firm's management will receive Financial Planning Services, which are included in Portfolio Management fees. Our fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other related costs and expenses described below, which may be incurred by the Client. We do not receive any portion of these commissions, fees, and costs. Third-Party Investment Manager/Separately Managed Account Fees The fees payable to NUWA for third-party manager services will depend upon the fee arrangement between NUWA and the third-party manager to whom you are referred. We will either share the fee paid by you to the third-party advisor or charge a fee that is in addition to the fee paid to the third-party advisor. Clients will receive a full disclosure of the fee schedule, including fees received by NUWA, and the services provided to you by NUWA and the third-party manager in the investment advisory agreement between the parties, and the relevant third-party manager’s brochure or equivalent disclosure document and privacy policy, prior to placing the assets with the 7 | P a g e  third-party manager selected. In addition, if the investment program recommended to you is a wrap fee program, you will also receive the equivalent wrap fee brochure provided by the sponsor of the program. The basic fee schedule for these services will vary depending on the third-party advisor selected to provide them. The fee will be based on the amount of assets managed and could be negotiable. Such compensation differs depending on the individual agreement we have with each third-party manager. Pension Plan Advisory Fees Penson consulting fees are negotiated for each engagement. The fee is a flat fee, ranging from $1,500 to $25,000, based upon the specifics of each engagement and not related to the number of participants or the hours. The fee is charged quarterly in arrears and can be paid by check or electronically. Transaction Costs Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses, which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third-party investment providers, and other third parties, such as manager fees, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic funds fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. See also “Brokerage Practices and Referral Arrangements and Other Compensation” for a description of additional compensation received by NUWA and for a description of factors that NUWA considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Financial Planning Service Fees We charge on an hourly or flat fee basis for financial planning and consulting services. The total estimated fee, as well as the final fee we charge you, is based on the scope and complexity of our engagement. Our fees are calculated based on the time spent, complexity, and the hourly rate of the person doing the work. Our hourly fees range from $150 to $300. Our flat fees range from $1,500 to $5,000. We may require a retainer of fifty percent (50%) of the ultimate financial planning or consulting fee, with the remainder billed directly to you and due to us within thirty (30) days of your financial plan being delivered or the consultation being rendered. Our firm will not require a retainer exceeding $1,200 when services cannot be rendered within 6 months. Termination The relationship between parties may be terminated by either party upon 30 days’ written notice. Notwithstanding the above, if the appropriate disclosure statement was not delivered to the client at least 48 hours prior to the client entering into any written or oral advisory agreement with this investment adviser, then the client has the right to terminate the relationship, without penalty, 8 | P a g e  within five (5) business days after entering into the agreement. If the relationship is terminated in the middle of a quarter and the client has prepaid the quarterly fee, NUWA will reimburse the client a percentage of the prepaid fee equal to the portion of the quarter remaining after the 30-day notice is satisfied, on a pro rata basis. Financial Planning & Consulting clients may terminate their agreement at any time before the delivery of a financial plan by providing written notice. For purposes of calculating refunds, all work performed by us up to the point of termination shall be calculated at the current hourly rate. Clients will receive a pro rata refund of unearned fees based on the time and effort our firm has expended. If such cancellation of this Agreement should occur within the first five days after Client signs this Agreement, Client will receive a complete refund of any fee paid. Item 6 – Performance-Based Fees and Side-By-Side Management NUWA does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client) or engage in side-by-side management. Item 7 – Types of Clients We offer portfolio management investment advice to the following types of clients: • • • • • • • • Individuals Families High net worth individuals High net worth families Pension and profit-sharing plans (other than participants) Charitable organizations Trusts Estates Client relationships vary in scope and length of service. Account Minimum Requirements The minimum amount to open an account is $100,000. The $100,000 minimum can be spread across a single household with multiple individual accounts. We may reduce or waive the minimum fee requirement on a case-by-case basis in our sole discretion. Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. Analysis Methods We utilize a combination of fundamental analysis, asset allocation, portfolio construction techniques, and evidence-based analysis to develop investment recommendations and manage client portfolios. Our analysis generally begins with an assessment of the current state of the 9 | P a g e  economy and the stage of the business cycle. This includes evaluating whether the economy is in an expansionary phase (moving from trough to peak) or a contractionary phase (moving from peak to trough) and incorporating these observations into portfolio positioning and risk management decisions. Fundamental Fundamental analysis holds that markets may misprice a security in the short run, but the correct price will eventually be reached. The fundamental analysis of a business involves examining its financial statements and health, management and competitive advantages, and competitors and markets. When applied to futures and forex, it focuses on the overall state of the economy, interest rates, production, earnings, and management. Asset Allocation Asset allocation is used to determine an appropriate mix of asset classes (e.g., equities, fixed income, and cash equivalents) based on a client's investment objectives, time horizon, and risk tolerance, as well as the firm’s broader economic outlook. While asset allocation is designed to help manage risk and improve long-term returns, it does not guarantee profits or protect against losses, particularly during periods of market volatility when asset classes may become more correlated. Portfolio Construction Portfolio construction involves building diversified portfolios aligned with a client’s financial goals and constraints. Investment portfolios are developed to align with different risk categories, including aggressive, moderate, and conservative, as well as gradations within these categories (e.g., moderately aggressive, or moderately conservative). Each client portfolio contains core positions in the major asset classes and/or factors, which may include: • US stocks- large/small, value/growth, momentum, low volatility • International developed stocks- large/small, value/growth • Emerging market stocks-large/small, value/growth • Bonds, commodities, and real estate investment trusts (REITS) The portfolio’s risk is adjusted by varying the percentages allocated to bonds, small-cap, value, and international stocks; for example, increasing allocations to bonds and reducing allocations to more volatile equity asset classes will reduce the portfolio’s volatility (risk). Sources of Information The main sources of information that NUWA uses to analyze these investment strategies are: • Financial newspapers and magazines. • Corporate filings, including annual reports, prospectuses, and SEC filings. • Corporate press releases and publicly available disclosures. • Independent research providers and rating services. • Custodians and institutional platforms (e.g., Charles Schwab Institutional). 10 | P a g e  • Morningstar and similar analytical tools. • Internally developed analysis and research. Other sources of information that we may use include the internet. Investment Strategies The investment strategies NUWA uses to implement any investment advice given to clients include the following: • • • • Long-term Purchases (securities held at least a year). Short-term purchases (securities sold within a year). Trading (securities sold within 30 days). Utilization of Alternative Investments (partnerships, hedge funds, commodity pools, etc.). NUWA may use alternative investments because they have lower correlations to a client’s core equity positions. By adding such alternative investments, we can either increase the expected return without increasing risk or reduce risk without sacrificing return. Some of the alternative investments, and associated risks, we may use are: • Interval funds - These are investment funds with limited liquidity, e.g., the client has limited ability to sell the investment according to periodic share repurchases by the issuer of the fund. Interval funds hold investments in insurance-related securities and loans to individuals. Insurance-related securities will suffer when there is a plethora of natural catastrophes. Consumer loans will experience high delinquencies during periods of high unemployment. • REITs- We use diversified publicly traded real estate investment trusts. The value of the underlying real estate will generally decline as interest rates rise. A severe economic recession will also depress the value of the underlying real estate assets. • Commodities- We use diversified publicly traded commodity funds as both a hedge against inflation and as a low-correlated diversifier. Specific commodities can experience significant price declines due to supply shocks. We do not use single investment commodity funds. • Managed futures- These publicly traded funds are based on trend following. They benefit from persistent market moves, either up or down. • Momentum investments- We use these funds as a diversifier against core value stock positions held in client portfolios. Historical data shows that when value stocks do well, momentum stocks do not, while when value stocks falter, momentum stocks tend to outperform. Third-Party Managers and Funds We primarily implement investment strategies through mutual funds and exchange-traded funds (ETFs), which are managed by third-party investment managers. We do not control the underlying investment decisions made by these managers. 11 | P a g e  In selecting these funds, we evaluate factors such as investment philosophy, historical performance, strategy consistency, cost structure, and alignment with evidence-based investment principles. However, there can be no assurance that any manager will achieve its stated objectives. The use of third-party managers introduces additional risks, including the possibility that a manager’s strategy may underperform, deviate from expectations, or experience changes in personnel or investment approach. Fund expenses and trading costs may also impact overall returns. Tax Considerations Where appropriate, we may consider tax implications in portfolio construction and management, including asset location and tax-efficient investment strategies. However, we do not provide tax advice, and clients should consult their tax professional regarding their individual tax circumstances. Investment Strategy Risks Investing in securities involves risk of loss that clients should be prepared to bear. All investment programs carry risks borne by the investor. Our investment approach seeks to keep the risk of loss in mind. Investors face the following investment risks: General Risks Lack of Diversification: Portfolio investments may be concentrated, limiting diversification. There are no limits on position sizes. Any assets, or combinations of assets, that can be held in a securities account can be purchased or sold. Cash and Cash Equivalents: Accounts may maintain significant cash positions from time to time, and the client will pay the Investment Management Fee based on the Account's net asset value, including cash and cash equivalents. Furthermore, the Account may forego investment opportunities to hold cash positions if we consider it in the best interests of the Account. Interest Rate Fluctuation: The prices of securities in which the Advisor may invest are sensitive to interest rate fluctuations, and unexpected fluctuations in interest rates could cause the corresponding prices of the long and short portions of a position to move in directions that were not initially anticipated. In addition, interest rate increases will generally raise the interest-carrying costs of borrowed securities and leveraged investments. Long-term Purchases (securities held at least a year) Liquidity: The portfolio may be invested in liquid and illiquid securities. You should be aware that liquid securities may become less liquid during the holding period. Short-term purchases (securities sold within a year) Market Risks: The success of a significant portion of the program will depend, to a great extent, on correctly assessing the future course of price movements in the securities traded. There can be no assurance that the trading program will accurately predict these price movements. 12 | P a g e  Additionally, the effectiveness of the trading program may decline over time as other market participants develop similar programs or techniques. Trading (securities sold within 30 days) Market Risks: The success of a significant portion of a trading program will depend largely on correctly assessing the future course of price movements in the securities traded. There can be no assurance that the trading program will accurately predict these price movements. Additionally, over time, the trading program's effectiveness may decline for various reasons, including other market participants developing similar programs or techniques. Investments in a Concentrated Number of Securities or in Only One Industry Sector (or in Only a Few Sectors: When strategies invest in a concentrated number of securities, a decline in the value of these securities would cause your overall account value to decline to a greater degree than that of a less concentrated portfolio. Strategies that allocate a significant percentage of assets to a single industry sector (or only a few sectors) are more vulnerable to price fluctuations than strategies that diversify across a broad range of sectors. Trading is Speculative: There are risks involved in trading securities. Market movements are difficult to predict and are influenced by, among other things, government trade, fiscal, monetary, and exchange control programs and policies; changing supply-and-demand relationships; national and international political and economic events; changes in interest rates; and the inherent volatility of the marketplace. In addition, governments from time to time intervene, directly and through regulation, in certain markets, often with the intent to influence prices. The effects of government intervention may be particularly significant at certain times in financial instrument markets, and such intervention (along with other factors) may cause these markets to move rapidly. Turnover: Our trading activities may be based on short-term market considerations. The portfolio turnover rate could be significant, potentially involving substantial brokerage commissions, and related transactional fees and expenses. Margin Risk Leverage: We may use leverage in investing. Such leverage may be obtained through various means. The use of short-term margin borrowings may result in certain additional risks to Accounts. For example, should the securities pledged to a broker to secure a margin account decline in value, a margin call may be issued pursuant to which additional funds would be required to be deposited with the broker, or the broker would effect a mandatory liquidation of the pledged securities to compensate for the decline in value. We might not be able to liquidate assets quickly enough to pay off the margin debt, and the Accounts may therefore also suffer additional significant losses as a result of such a default. Although borrowing money increases returns when returns on the incremental investments purchased with the borrowed funds exceed the borrowing costs, the use of leverage decreases returns when returns on such incremental investments are lower than the borrowing costs. 13 | P a g e  Other Investment Risks Risks Relating to Differing Classes of Securities Different classes of securities have different rights as creditors if the issuer files for bankruptcy or reorganization. For example, bondholders’ rights generally are more favorable than shareholders’ rights in bankruptcy or reorganization. Small Capitalization Issuers Such companies may lack the financial resources, product diversification, and competitive strengths of larger companies. The securities of small-capitalization companies may not trade as readily as and may be subject to higher volatility than those of larger, more established companies. Money Market Funds You could lose money in MMFs. Although MMFs classified as government funds (i.e., MMFs that invest 99.5% of total assets in cash and/or securities backed by the U.S government) and retail funds (i.e., MMFs open to natural-person investors only) seek to preserve value at $1.00 per share, they cannot guarantee they will do so. The prices of other MMFs will fluctuate, and when you sell shares, they may be worth more or less than originally paid. MMFs may impose a fee upon sale or temporarily suspend sales if liquidity falls below required minimums. During suspensions, shares would not be available for purchases, withdrawals, check writing, or ATM debits. Moreover, in some circumstances, money market funds may be forced to cease operations when the fund's value falls below $1.00 per share. In that event, the fund’s holdings are liquidated and distributed to the fund’s shareholders. This liquidation process could take up to one month or more. During that time, these funds would not be available to you to support purchases, withdrawals, and, if applicable, check writing or ATM debits from your account. Mutual Funds and ETFs An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual funds and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund's underlying portfolio of securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains, in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund's stated daily per share net asset value ("NAV"), plus any shareholders' fees (e.g., sales loads, purchase fees, redemption fees). The per-share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund's holdings. The trading prices of a mutual fund's shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, cause the shares to trade at a premium or discount to the NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is 14 | P a g e  generally calculated at least once daily for index-based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when they are aggregated into creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market for the shares of a particular ETF ceases to exist, a shareholder may have no way to dispose of those shares. Risks Relating to Unit Investment Trusts (“UITs”). UITs invest in underlying securities pursuant to their investment objective and strategy. While a UIT’s underlying portfolio is supervised, it is not actively managed and will hold, and may, when creating additional units, continue to buy portfolio securities even if their outlook, market value, or yields may have changed. Risks Relating to ETFs There may be a lack of liquidity in certain ETFs, which can lead to a wide bid-ask spread (increasing the cost to you when you buy or sell the ETF). A lack of liquidity also may cause an ETF to trade at a large premium or discount to its net asset value. Additionally, an ETF may suspend the issuance of new shares, which may result in a divergence between the ETF’s publicly available share price and the actual value of its underlying holdings. At times when underlying holdings are traded less frequently, or not at all, an ETF’s returns may also diverge from the benchmark it is designed to track. Risks Relating to Mutual Funds, ETFs, and Variable Annuities that Pursue Complex or Alternative Investment Strategies These mutual funds, ETFs, and variable annuities utilize non-traditional or complex investment strategies and/or derivatives for both hedging and more speculative purposes, which can increase volatility and the risk of investment loss. Certain of these funds are sometimes referred to as “liquid alternatives.” These funds often entail higher costs and expenses, with some charging performance-based fees. Please refer to the mutual fund or ETF’s prospectus for additional information on expenses and descriptions of the specific non-traditional and complex strategies utilized by the fund. While mutual funds, ETFs, and variable annuities may at times use non- traditional investment options and strategies, they differ from unregistered, privately offered alternative investments. Because of regulatory limitations, mutual funds, ETFs, and variable annuities that seek alternative-like investment exposure must use a narrower range of investments. As a result, investment returns and portfolio characteristics of alternative mutual funds, ETFs, and certain variable annuity subaccounts may materially vary from those of privately offered alternative investments pursuing similar investment objectives. They are also more likely to have a relatively higher correlation with traditional market returns than privately offered alternative investments. Portfolio managers often employ non-traditional investment options and strategies to further the investment objectives of mutual funds, ETFs, and variable annuities and to help offset market risks. However, these features may be complex, making it more difficult to understand the essential characteristics and risks of mutual funds, ETFs, or variable annuities, and how they will 15 | P a g e  perform in different market environments and over various periods. They may also expose the mutual fund, ETF, or variable annuity to increased volatility and unanticipated risks, particularly when used in complex combinations and/or when accompanied by borrowing or “leverage.” Utilization of Real Estate Funds (including unregistered REITs) REITs face several types of risk inherent to the real estate sector, which has historically experienced significant fluctuations and performance cycles. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Utilization of Alternative Investments Alternative investment products, including hedge funds, commodity hedged accounts and managed futures, involve a high degree of risk, often engage in leveraging and other speculative investment practices that may increase the risk of investment loss, can be highly illiquid, are not required to provide periodic pricing or valuation information to investors, may involve complex tax structures and delays in distributing important tax information, are not subject to the same regulatory requirements as mutual funds, often charge high fees which may offset any trading profits, and in many cases the underlying investments are not transparent and are known only to the investment manager. International Securities Investments in international securities have additional risks, including foreign economic, political, monetary, and/or legal factors, changing currency exchange rates, foreign taxes, and differences in financial and accounting standards. International investments may not be for everyone. These risks may be magnified in emerging markets, and even more so in frontier markets. Information Security Risk. Clients may be susceptible to risks to the confidentiality and security of NUWA’s operations and proprietary and customer information. Information risks, including theft or corruption of electronically stored data, denial-of-service attacks on our website or the websites of our third- party service providers, and the unauthorized release of confidential information, are among the more common risks faced by other investment advisors and us. Data security breaches of our electronic data infrastructure could disrupt our operations and compromise our customers’ confidential and personally identifiable information. Such breaches could result in our inability to conduct business, potential losses, including identity theft and the theft of customers' investment funds, and other adverse consequences for customers. We have taken, and will continue to take, steps to detect and mitigate the risks associated with these threats. 16 | P a g e  Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of NUWA or the integrity of NUWA’s management. NUWA has no information that is applicable to this Item. Item 10 – Other Financial Industry Activities and Affiliations Registration as a Broker/Dealer or a Broker/Dealer. Neither NUWA nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interest. Neither NUWA nor its representatives are registered as or have pending applications to become a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor, or an associated person of any of the foregoing entities. Investment adviser representatives (IARs) of NUWA are not registered with any third-party broker-dealer, municipal securities dealer, or government securities dealer or broker, investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company, hedge fund, off shore fund, other investment adviser, financial planner, futures commission merchant, commodity pool operator, or commodity trading advisor, banking or thrift institution, accountant or accounting firm, lawyer or law firm, insurance company or agency, pension consultant, real estate broker or dealer, sponsor or syndicator of limited partnerships. All IARs operate solely under NUWA and do not maintain dual registration with any of the above-listed types of businesses. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections NUWA recommends clients to other investment managers to manage their accounts. This situation creates a conflict of interest. However, when recommending clients to another investment manager, the client’s best interests and the suitability of the other investment advisers will be the main factors determining NUWA. We do not share the advisory fee with these other investment managers but are compensated by the client separately from them. This relationship is disclosed to the client at the commencement of the advisory relationship. You are not obligated, contractually or otherwise, to use the services of any other investment manager we recommend. Additionally, we will only recommend another investment manager who is properly licensed or registered. Pooled Investments Neither NUWA nor any of its management persons function as a general partner in a partnership, a managing member in a limited liability company, or in any similar capacity for a pooled investment vehicle, such as a hedge fund or private equity fund. 17 | P a g e  NUWA does not sponsor, manage, or participate in any pooled investment vehicles or private funds. The firm does not engage in activities that would create a conflict of interest related to pooled investment management. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading General NUWA has adopted a Code of Ethics for all our supervised persons, describing its high standard of business conduct and fiduciary duty to its clients. The Code of Ethics includes provisions relating to the confidentiality of client information, a prohibition on insider trading, a prohibition on rumor-mongering, restrictions on the acceptance of significant gifts and on the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. All supervised persons at NUWA must acknowledge the terms of the Code of Ethics, as amended, annually. NUWA anticipates that, in appropriate circumstances, consistent with clients’ investment objectives, it will cause accounts over which we have management authority to effect and will recommend to investment advisory clients or prospective clients, the purchase or sale of securities in which NUWA, its affiliates, or clients, directly or indirectly, have a position of interest. Our employees and persons associated with us are required to follow our Code of Ethics. Subject to satisfying this policy and applicable laws, officers, directors, and employees of NUWA and its affiliates are allowed to trade for their own accounts in securities that are recommended to and/or purchased for our clients. The Code of Ethics is designed to ensure that the personal securities transactions, activities, and interests of the employees of NUWA will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code of Ethics, certain classes of securities have been designated as exempt transactions, based upon a determination that these would not materially interfere with the best interests of our clients. In addition, the Code of Ethics requires pre-clearance of many transactions and restricts trading in close proximity to client trading activity. Nonetheless, because the Code of Ethics, in some circumstances, would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from a client's market activity in a security held by an employee. Employee trading is continually monitored under the Code of Ethics, and to reasonably prevent conflicts of interest between NUWA and its clients. Personal Trading NUWA and our related persons are allowed to purchase and sell securities for their own account. To prevent conflicts of interest, all employees of NUWA must comply with our Code of Ethics, which imposes restrictions on the purchase or sale of securities for their own accounts and the accounts of certain affiliated persons., 18 | P a g e  Certain affiliated accounts are allowed to trade in the same securities as client accounts on an aggregated basis, provided it is consistent with our obligation of best execution. In such circumstances, the affiliated and client accounts will share commission costs equally and receive securities at a total average price. We will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a pro-rata basis. Any exceptions will be explained in the Order. NUWA’s clients or prospective clients may request a copy of our Code of Ethics by contacting Amanda Wray. Insider Information Further, the Code of Ethics and our Compliance Manual set forth policies and procedures regarding the misuse of material non-public information designed to prevent insider trading by any officer, partner, or supervised person of NUWA. Item 12 – Brokerage Practices General NUWA retains full discretion to determine the broker or dealer to be used for each securities transaction for the client’s accounts. We consider several factors in selecting a broker-dealer to execute transactions (or a series of transactions) and determining the reasonableness of the broker- dealer’s compensation. Such factors include the ability of the broker to provide liquidity, financial stability of the broker, the actual executed price of the security and the broker’s commission rates, research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis), custodial and other services provided by such brokers and/or dealers that are expected to enhance our general portfolio management capabilities, the size and type of the transaction, the difficulty of execution and the ability to handle difficult trades, the operational facilities of the brokers and/or dealers involved (including back office efficiency), ability to maintain confidentiality, the ability to handle a block order for securities and distribution capabilities. NUWA generally recommends that clients utilize the custody, brokerage, and clearing services of Charles Schwab & Co. Inc. (“Schwab”), and Altruist Financial LLC (“Altruist”), members of FINRA/SIPC, which are unaffiliated SEC-registered broker-dealers for portfolio management accounts. Client Directed NUWA requires that you direct our firm to execute transactions through Schwab or Altruist. As such, we may be unable to execute your transactions as favorably, and you may pay higher brokerage commissions than you would with another broker-dealer that offers the same services. Not all advisers require their clients to direct brokerage. 19 | P a g e  Brokerage for Client Referrals NUWA receives no referrals from a broker-dealer or third party in exchange for using that broker- dealer or third party when recommending to you a custodian for the execution of securities transactions. Best Execution Transaction rates for trades executed through NUWA may not always be as favorable as those available through another broker-dealer. The fact that NUWA’s clients are likely to use an affiliated broker to execute transactions presents a potential conflict of interest, as NUWA's personnel will receive additional compensation in their capacity as brokers. Such transactions could create a conflict of interest because NUWA has a duty to obtain the most favorable price for advisory clients while its registered representatives of the affiliated broker-dealer have a duty to obtain the most favorable price for their brokerage customers. Accordingly, in engaging in cross transactions, NUWA will follow procedures designed to ensure that all parties to the transaction receive at least as favorable a price as they would receive if the transaction were executed on the open market. Trade Aggregation NUWA strives to treat all clients fairly. The purchase and sale of securities for client accounts are aggregated when doing so would result in a lower commission. This will occur when accounts are purchasing the same securities and each order, on its own, is not large enough to warrant the lower rate. When securities are aggregated for purchase or sale: • Client orders are attempted to be completed by the end of the trading day. • If the order is not completed, shares will be allocated to the underlying accounts on a pro- rata basis. • If the order is filled at several prices, an average price and commission will be used for all trades. • All clients receiving securities from the aggregated trade will receive the average price. • Only trades executed within the aggregation trade on the single day may be combined for purposes of calculating the average price. Soft Dollar Arrangements We do not have any “soft dollar” arrangements in place, in which we agree to direct a certain amount of commission dollars to a specific custodian in exchange for research or other services. We may receive research, products, or other services from Schwab simply because we maintain client accounts on the Schwab platform. We will have access to research, products, or other services offered by the custodian in connection with client securities transactions consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from any particular benefit that we may receive. We benefit from not having to produce or pay for the research, products, or services we may receive, and clients should be aware that our acceptance of 20 | P a g e  these benefits may result in higher commissions charged to them. We will regularly review Schwab's capacities and costs to ensure our clients receive high-quality execution, competitive pricing, and other intangible service benefits. Item 13 – Review of Accounts Account Review Formal reviews are generally conducted periodically, at least annually or more frequently, depending on the needs of the Client. The nature of the review is to: (i) measure the account performance vs. relevant benchmarks, (ii) ensure that the account’s asset allocation is in line with the client’s risk rating and strategic asset allocation percentages as per the Investment Policy Statement, and (iii) ensure that specific investment recommendations are being adhered to. All reviews are conducted by Amanda Wray, Chief Compliance Officer, and by NUWA’s Investment Advisor Representatives. Reviews may be conducted more frequently at the Client’s request. Accounts may be reviewed because of major changes in economic conditions, known changes in the Client’s financial situation, and/or large deposits or withdrawals in the Client’s account(s). The Client is encouraged to notify NUWA if changes occur in the Client’s personal financial situation that might adversely affect the Client’s investment plan. A non-periodic review will be conducted if there has been a major change in the client's circumstances (death of a spouse, divorce, etc.) or if a goal has changed (e.g., retiring earlier). A non-periodic review will also be conducted in the event of a major market movement, economic event, or political event. Reviews may be conducted more frequently at the Client’s request. Reports NUWA provides clients with quarterly reports that show account performance, a comparison to market performance, the beginning balance, additions, withdrawals, management fees, investment gains/losses, and the ending balance. For any set of goals, if the client has more than one account, the accounts are aggregated into a household for all performance measures. At the quarterly review, the aggregated account’s asset allocation is compared with the client’s strategic allocation, based on their risk rating, to determine whether rebalancing is necessary. Taking into consideration the stage of the business cycle and the current asset allocation relative to the strategic target, recommendations are provided for any necessary adjustments. The year-end report also contains information on the historical performance of the account’s largest security holdings over the past one, three, and five years. All reports are written and sent to the client’s account address. Securities are monitored weekly. Securities in client accounts are monitored quarterly. An annual review is conducted to determine whether changes in the client profile require adjustments to the account. 21 | P a g e  Financial Planning clients do not receive reviews of their written plans unless they schedule a financial consultation with us. We do not provide ongoing financial planning services to clients who are only financial planning clients, but are willing to meet with such clients upon their request to discuss updates to their plans, changes in their circumstances, etc. Financial Planning clients do not receive written or verbal updates regarding their financial plans unless they separately engage us for a post-financial plan meeting or an update to their initial written financial plan. Trade Errors In the event of a trade error in your account, our policy is to attempt to correct trading errors as soon as they are discovered; however, the Firm is not responsible for execution or trading errors committed by the brokers with which it transacts, unless such errors resulted from NUWA’s negligence, fraud, or willful misconduct. Notwithstanding the above, based on the circumstances, corrective actions generally include: • • • Canceling the trade. Adjusting an allocation, and/or Reimbursement to the account. Item 14 – Client Referrals and Other Compensation Client Referrals NUWA does not use or pay third-party solicitors to refer advisory clients to us. Other Compensation NUWA does not receive any economic benefits from external sources. Item 15 – Custody Custody Overview Custody Rule The Custody Rule provides that it is a fraudulent, deceptive or manipulative act, practice or course of business within the meaning of Section 206(4) of the Advisers Act for an investment adviser that is registered or required to be registered under the Advisers Act to have custody of client funds or securities unless they are maintained in accordance with the requirements of the rule. In this regard, where an investment adviser has custody of client funds or securities, it must obtain a surprise examination of client assets by an independent public accountant registered with the Public Company Accounting Oversight Board. (“PCAOB”). Supervision/Affiliation with Custodian Schwab and Altruist are qualified custodians and provide custodial services to NUWA clients. NUWA is not affiliated with Schwab or Altruist, nor do either of them supervise NUWA, its agents, or its advisory activities. 22 | P a g e  Invoicing NUWA is not deemed to have custody of the funds and securities as a result of its authority to withdraw from client accounts to pay its advisory fee. NUWA has written authorization from each client to deduct advisory fees from the account held with the qualified custodian, and each time a fee is directly deducted from a client account, we concurrently: (i). sends the qualified custodian an invoice or statement of the amount of the fee to be deducted from the client’s account; and (ii). sends the client an invoice or statement itemizing the fee. The itemization includes the formula used to calculate the fee, the value of the assets under management on which the fee is based, and the time period covered by the fee. Co-Trustee Services Certain supervised persons of NUWA may serve as co-trustees for client trust accounts. In such cases, the supervised person acts alongside an independent co-trustee. These arrangements are structured in a manner consistent with SEC guidance regarding circumstances under which an investment adviser would not be deemed to have custody. • A qualified custodian maintains trust assets. • The qualified custodian maintains possession of client funds and securities. • All disbursements and transfers of the trust assets require authorization of all co-trustees, and NUWA’s supervised persons do not have the ability to unilaterally direct the movement of client assets. • The qualified custodian provides account statements directly to the client (or other appropriate trust parties) on at least a quarterly basis. Based on these limitations and safeguards, NUWA is deemed not to have custody of client funds or securities within the meaning of the Custody Rule, as it lacks the authority to obtain possession of client assets. Standing Letters of Authority NUWA has been deemed to have inadvertent custody as a result of your providing us with Standing Letters of Authorization (“SLOA(s)”) to withdraw funds from your portfolio account to pay third parties. Notwithstanding that, a surprise examination is not required as we are relying on the conditions set forth in the No-Action letter issued by the Securities and Exchange Commission on February 21, 2017. Pursuant to the conditions set forth in the No-Action Letter, NUWA confirms that (1) you provide an instruction to the qualified custodian, in writing, that includes the your signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed; (2) you authorize us, 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; (3) Schwab and Altruist perform appropriate verification of the instruction, such as a signature review or other method to verify the your authorization, and Schwab and Altruist provides a transfer of funds notice to you promptly after each transfer; (4) you have the ability to terminate or change the instruction to Schwab and Altruist; (5) we have no authority or ability to designate or change the identity of the third party, the address, 23 | P a g e  or any other information about the third party contained in the your instruction; (6) we maintain records showing that the third party is not a related party of NUWA or located at the same address as NUWA; and (7) Schwab and Altruist sends you, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16 – Investment Discretion Discretionary Authority We usually receive discretionary authority from you at the outset of an advisory relationship. That discretionary authority allows us to make determinations regarding the securities that are to be bought and sold, as well as the quantities of such securities. Documentation of Discretion Discretionary authority is provided in our contract with each client. Additionally, we maintain a Limited Power of Attorney for all our discretionary accounts for the purpose of directing and or effecting investments, for the direct payment of fees and or the payment of commissions, custodial fees and or other charges incurred by the managed account. Discretionary Management NUWA usually receives discretionary authority from the client at the outset of an advisory relationship to select the identity and amount of securities to buy or sell. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account. When selecting securities and determining amounts, we consider the investment policies, limitations, and restrictions of the clients we advise. Investment guidelines and restrictions must be provided to NUWA in writing. Non-discretionary Management With respect to our non-discretionary services, the client makes the ultimate decision regarding the Client’s portfolio investment holdings, including the purchase and/or sale of those investments. Item 17 – Voting Client Securities NUWA will vote client securities according to management’s recommendations unless NUWA determines that such a recommendation does not maximize shareholder value. Clients can vote their securities by requesting proxy statements when they complete their account application. If NUWA is voting the client’s securities, any conflict of interest will be resolved by: (i) engaging an independent third party to determine how to vote the proxy, (ii) vote in proportion to other shareholders, (iii) refer the proxy to a client or a representative of the client for voting, and (iv) disclose the conflict to the affected clients and seek their consent to vote the proxy prior to casting the vote. 24 | P a g e  Clients can request to receive information on how NUWA voted on their securities. Clients may obtain a copy of NUWA’s proxy voting policies upon written requests. NUWA obtains authority to vote client securities at the time the account is opened by the client, indicating on the account application that all proxy materials be sent to NUWA rather than to the client. Item 18 – Financial Information We are required to provide you with certain financial information or disclosures about our financial condition, which would impede our ability to provide the advisory services described herein. NUWA has no financial commitments that impair its ability to meet contractual and fiduciary obligations to clients and has not been the subject of a bankruptcy proceeding. NUWA neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. Item 19 – Requirements for State-Registered Advisers Item 19 is not applicable to Federally registered investment advisers. 25 | P a g e