CLEVELAND WEALTH, LLC

CLEVELAND WEALTH, LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Cleveland Wealth, LLC. If you have any questions about the contents of this brochure, please contact us at (216) 810-5900 or by email at: info@clevelandwealth.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Cleveland Wealth, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Cleveland Wealth, LLC CRD number is: 282196. 600 Superior Avenue East, Suite 2550 Cleveland, OH 44114 (216) 810-5900 www.clevelandwealth.com info@clevelandwealth.com Registration does not imply a certain level of skill or training. Version Date: 02/13/2026 i  Item 2: Material Changes The material changes in this brochure from the last annual updating amendment of Cleveland Wealth, LLC on February 4, 2025, are described below. Material changes relate to Cleveland Wealth, LLC’s policies, practices or conflicts of interest. i  Item 3: Table of Contents Item 2: Material Changes ........................................................................................................................................................................................... i Item 3: Table of Contents .......................................................................................................................................................................................... ii Item 4: Advisory Business ......................................................................................................................................................................................... 4 A. Description of the Advisory Firm................................................................................................................................................................... 4 B. Types of Advisory Services.............................................................................................................................................................................. 4 Pension Consulting Services ........................................................................................................................................................................... 5 Written Acknowledgement of Fiduciary Status ........................................................................................................................................... 5 C. Client Tailored Services and Client Imposed Restrictions .......................................................................................................................... 6 D. Wrap Fee Programs .......................................................................................................................................................................................... 6 E. Assets Under Management .............................................................................................................................................................................. 6 Item 5: Fees and Compensation ................................................................................................................................................................................ 7 A. Fee Schedule ...................................................................................................................................................................................................... 7 Pension Consulting Services Fees .................................................................................................................................................................. 8 B. Payment of Fees................................................................................................................................................................................................. 8 Payment of Pension Consulting Services Fees .............................................................................................................................................. 8 C. Client Responsibility For Third Party Fees .................................................................................................................................................... 9 D. Prepayment of Fees .......................................................................................................................................................................................... 9 E. Outside Compensation For the Sale of Securities to Clients ........................................................................................................................ 9 Item 6: Performance-Based Fees and Side-By-Side Management ...................................................................................................................... 10 Item 7: Types of Clients ........................................................................................................................................................................................... 10 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ................................................................................................................. 10 A. Methods of Analysis and Investment Strategies ................................................................................................................................ 10 B. Material Risks Involved ........................................................................................................................................................................ 10 C. Risks of Specific Securities Utilized ..................................................................................................................................................... 11 Item 9: Disciplinary Information Item ................................................................................................................................................................... 13 A. Criminal or Civil Actions ...................................................................................................................................................................... 13 B. Administrative Proceedings ................................................................................................................................................................. 13 C. Self-regulatory Organization (SRO) Proceedings .............................................................................................................................. 13 Item 10: Other Financial Industry Activities and Affiliations ............................................................................................................................. 13 A. Registration as a Broker/Dealer or Broker/Dealer Representative ................................................................................................ 13 B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor ................. 13 C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests ............................................ 13 D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections .................................. 14 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................................................................... 15 ii  A. Code of Ethics ......................................................................................................................................................................................... 15 B. Recommendations Involving Material Financial Interests ............................................................................................................... 15 C. Investing Personal Money in the Same Securities as Clients ............................................................................................................ 15 D. Trading Securities At/Around the Same Time as Clients’ Securities ............................................................................................. 15 Item 12: Brokerage Practices.................................................................................................................................................................................... 16 A. Factors Used to Select Custodians and/or Broker/Dealers ............................................................................................................. 16 1. Research and Other Soft Dollar Benefits ........................................................................................................................................ 16 2. Brokerage for Client Referrals ......................................................................................................................................................... 17 3. Clients Directing Which Broker/Dealer/Custodian to Use ........................................................................................................ 17 B. Aggregating (Block) Trading for Multiple Client Accounts ............................................................................................................. 18 Item 13: Review of Accounts ................................................................................................................................................................................... 18 A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews ............................................................................... 18 B. Factors That Will Trigger a Non-Periodic Review of Client Accounts ............................................................................................ 18 C. Content and Frequency of Regular Reports Provided to Clients ..................................................................................................... 18 Item 14: Client Referrals and Other Compensation ............................................................................................................................................. 19 A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) ...... 19 B. Compensation to Non – Advisory Personnel for Client Referrals ................................................................................................... 19 Item 15: Custody ....................................................................................................................................................................................................... 19 Item 16: Investment Discretion ............................................................................................................................................................................... 19 Item 17: Voting Client Securities (Proxy Voting) .................................................................................................................................................. 20 Item 18: Financial Information ................................................................................................................................................................................ 20 A. Balance Sheet .......................................................................................................................................................................................... 20 B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients ............................... 20 C. Bankruptcy Petitions in Previous Ten Years ...................................................................................................................................... 20 iii  Item 4: Advisory Business A. Description of the Advisory Firm Cleveland Wealth, LLC (hereinafter “CW”) is a Limited Liability Company organized in the State of Ohio. The firm was formed in October 2015, became licensed as a registered investment adviser in 2016 and the principal owners are Thomas Williams Stockett and Douglas William Sockman. B. Types of Advisory Services Portfolio Management Services CW offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. CW creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following: • • • Investment strategy • • Asset allocation • Risk tolerance Personal investment policy Asset selection Regular portfolio monitoring CW seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of CW’s economic, investment or other financial interests. To meet its fiduciary obligations, CW attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, CW’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is CW’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. Selection of Other Advisers CW may direct clients to third-party investment advisers to manage all or a portion of the client’s assets. Before selecting other advisers for clients, CW will always ensure those other advisers are properly licensed or registered as an investment adviser. CW then makes investments with a third-party investment adviser by referring the client to the third-party adviser. CW will review the ongoing performance of the third-party adviser as a portion of the client’s portfolio. 4  Pension Consulting Services CW offers consulting services to pension or other employee benefit plans (including but not limited to 401(k) plans). Pension consulting may include, but is not limited to: identifying investment objectives and restrictions o o providing guidance on various assets classes and investment options o recommending money managers to manage plan assets in ways designed to achieve objectives o monitoring performance of money managers and investment options and making recommendations for changes o recommending other service providers, such as custodians, administrators and broker-dealers o creating a written pension consulting plan These services are based on the goals, objectives, demographics, time horizon, and/or risk tolerance of the plan and its participants. Financial Planning CW offers comprehensive financial planning that may include, but is not limited to: investment planning, retirement planning, tax planning, estate planning, protection planning and college planning (when applicable). In offering financial planning, a conflict exists between the interests of the investment adviser and the interests of the client. The client is under no obligation to act upon the investment adviser’s recommendation, and, if the client elects to act on any of the recommendations, the client is under no obligation to effect the transaction through the investment adviser. Services Limited to Specific Types of Investments CW generally limits its investment advice to mutual funds, fixed income securities, real estate funds (including REITs), insurance products including annuities, equities and ETFs. CW may use other securities as well to help diversify a portfolio when applicable. Written Acknowledgement of Fiduciary Status When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: 5  • 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. C. Client Tailored Services and Client Imposed Restrictions CW offers the same suite of services to all of its clients. However, specific client investment strategies 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). Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent CW from properly servicing the client account, or if the restrictions would require CW to deviate from its standard suite of services, CW reserves the right to end the relationship. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. CW does not participate in any wrap fee programs. E. Assets Under Management CW has the following assets under management as of December 2025: Discretionary Amounts: Non-discretionary Amounts: Date Calculated $3,342,973.00 $503,235,792.00 December 2025 6  Item 5: Fees and Compensation A. Fee Schedule Asset-Based Fees for Portfolio Management Total Assets Under Management Annual Fee $0 - $499,999 1.50% $500,000 - $999,999 1.35% $1,000,000 - $2,499,999 1.15% $2,500,000 - $4,999,999 1.00% $5,000,000 - $9,999,999 .80% $10,000,000 – and up .65% Lower fees for comparable services may be available from other sources. These fees are generally negotiable, and the final fee schedule is attached as Exhibit II of the Investment Advisory Contract. Fees are based on a straight fee schedule. Clients may terminate the agreement without penalty for a full refund of CW's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract clients generally upon written notice. Depending upon the type of advisory account established, CW uses the following methods for purposes of determining the market value of the assets upon which the advisory fee is based: 1) an average of the daily balance in the client's account throughout the billing period or 2) the account balance on the last day of the quarter if billed quarterly or the account balance on the last day of the month if billed monthly. Selection of Other Advisers Fees CW will receive a portion of the fee paid to the third party adviser. This relationship will be memorialized in each contract between CW and each third-party adviser. Fees for this service range from 0.5% - 1.65% per year. Specifically, CW may direct clients to Morningstar Investment Services, Inc. and Brinker Capital, Inc. These fees are negotiable. Total fees charged by both parties collectively will not exceed 1.65% of assets under management per year. Clients are responsible for the payment of all third party fees (i.e., custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by CW. Please see Item 5C and Item 12 below. 7  Pension Consulting Services Fees The rate for pension consulting services is between .30% - .80% of the plan assets for which CW is providing such consulting services. These fees are negotiable. Financial Planning Fees The annual negotiated fixed rate for creating client financial plans is between $1,200 and $10,000. Clients may terminate the agreement without penalty for a full refund of CW's fees within five business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement generally upon written notice. CW will issue a full refund within 10 days after delivery of the financial plan should clients not be satisfied with the plan delivered. B. Payment of Fees Payment of Asset-Based Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis. Fees are typically paid in advance; however, fees may be paid arrears depending upon the type of advisory account established. Payment of Selection of Other Advisers Fees The frequency of which fees are paid will be dependent upon the third party adviser chosen. Fees are typically paid monthly or quarterly in advance; however, fees may be paid arrears depending upon the type of advisory account established. Fees for selection of Morningstar Investment Services, Inc. as third-party adviser are withdrawn directly from the client's accounts with client's written authorization. Fees for selection of Brinker Capital, Inc. as third-party adviser are withdrawn directly from the client's accounts with client's written authorization. Payment of Pension Consulting Services Fees Pension consulting fees are withdrawn directly from the client’s accounts with client’s written authorization or may be invoiced and billed directly to the client and clients may select the method in which they are billed. Fees are paid quarterly in advance or arrears. Payment of Financial Planning Fees Financial planning fees are generally paid by electronic payment (credit card, debit card , ACH) or a check to CW. For monthly fees, CW utilizes a third-party payment solution (AdvicePay) in which the client securely inputs payment information through it secure 8  portal. CW does not have access to the client’s banking or card information. Fixed financial planning fees are paid 100% in advance, but never more than six months in advance. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by CW. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees Typically, CW collects fees in advance. Refunds for fees paid in advance will be returned within fourteen days to the client via check, or return deposit back into the client’s account. For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. E. Outside Compensation For the Sale of Securities to Clients Certain supervised persons of the firm have outside business activities (see Item 10 below) and are licensed to accept compensation for the sale of investment products (insurance products) to CW clients. This presents a conflict of interest and gives the supervised person an incentive to recommend products based on the compensation received rather than on the client’s needs. When recommending the sale of investment products for which the supervised persons receives compensation, CW will document the conflict of interest in the client file and inform the client of the conflict of interest. Clients always have the right to decide whether to purchase CW recommended products and, if purchasing, have the right to purchase those products through other brokers or agents that are not affiliated with CW. Commissions are not CW’s primary source of compensation for advisory services. Advisory fees that are charged to clients are not reduced to offset the commissions on investment products recommended to clients. 9  Item 6: Performance-Based Fees and Side-By-Side Management CW does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients CW generally provides advisory services to the following types of clients: ❖ Individuals & Families ❖ High-Net-Worth Individuals & Families There is an account minimum of $500,000 for portfolio management. The account minimum may be waived by CW in its discretion. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis CW’s methods of analysis include modern portfolio theory. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various asset. Investment Strategies CW uses long term and short term trading. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Modern Portfolio Theory assumes that investors are risk adverse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more 10  risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Investment Strategies Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Short term trading risks include liquidity, economic stability and inflation, in addition to the long term trading risks listed above. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Selection of Other Advisers: CW's selection process cannot ensure that money managers will perform as desired and CW will have no control over the day-to-day operations of any of its selected money managers. CW would not necessarily be aware of certain activities at the underlying money manager level, including without limitation a money manager's engaging in unreported risks, investment “style drift” or even regulatory breaches or fraud. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. 11  Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Real Estate funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. 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. Annuities are a retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on investment later in the future. Annuities are contracts issued by a life insurance company designed to meet requirement or other long-term goals. An annuity is not a life insurance policy. Variable annuities are designed to be long-term investments, to meet retirement and other long-range goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges may apply if you withdraw your money early. Variable annuities also involve investment risks, just as mutual funds do. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. 12  Item 9: Disciplinary Information Item A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither CW nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither CW nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Most of the supervised persons of CW are also licensed insurance agents, and from time to time, will offer clients advice or products, such as Structured Settlement Annuity Products, Fixed Annuities, and Fixed Life Insurance from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. CW always acts in the best interest of the client; including the sale of commissionable products to advisory clients. Clients are in no way required to utilize the services of any representative of CW in connection with such individual's activities outside of CW. 13  Thomas Williams Stockett is Owner of FKS Consulting, Inc. dba Structured Growth Strategies. From time to time, he may offer clients advice or products, such as Structured Settlement Annuity Products, Fixed Annuities, and Fixed Life Insurance from those activities and clients should be aware that these services may involve a conflict of interest. CW always acts in the best interest of the client and clients are in no way required to the services of any representative of CW in connection with such individual’s activities outside of CW. Thomas Williams Stockett is a Producer/Consultant for Sage Settlement Consulting as of January 2019. From time to time, he may offer clients advice or products, such as Structured Settlement Annuity Products, Fixed Annuities, and Fixed Life Insurance from those activities and clients should be aware that these services may involve a conflict of interest. Cleveland Wealth, LLC always acts in the best interest of the client and clients are in no way required to the services of any representative of Cleveland Wealth, LLC in connection with such individual’s activities outside of Cleveland Wealth, LLC. Thomas Williams Stockett and Douglas William Sockman are all Principals of CW Insurance, LLC. From time to time, they may offer clients advice or products, such as Structured Settlement Annuity Products, Fixed Annuities, and Fixed Life Insurance from those activities and clients should be aware that these services may involve a conflict of interest. Cleveland Wealth, LLC always acts in the best interest of the client and clients are in no way required to the services of any representative of Cleveland Wealth, LLC in connection with such individual’s activities outside of Cleveland Wealth, LLC. Thomas Williams Stockett is Owner of CW Settlements, LLC as of December 2018. From time to time, he may offer clients advice or products from those activities and clients should be aware that these services may involve a conflict of interest. Cleveland Wealth, LLC always acts in the best interest of the client and clients are in no way required to the services of any representative of Cleveland Wealth, LLC in connection with such individual’s activities outside of Cleveland Wealth, LLC. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections CW may direct clients to third-party investment advisers to manage all or a portion of the client's assets. Clients will pay CW its standard fee in addition to the standard fee for the advisers to which it directs those clients. This relationship will be memorialized in each contract between CW and each third-party advisor. The fees will not exceed any limit imposed by any regulatory agency. CW will always act in the best interests of the client, including when determining which third-party investment adviser to recommend to clients. CW will ensure that all recommended advisers are licensed or notice filed in the states in which CW is recommending them to clients. 14  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics CW has a written Code of Ethics that covers the following areas: Participation or Interest in Client Transactions, Personal Trading, Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. CW's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests CW does not recommend that clients buy or sell any security in which a related person to CW or CW has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of CW may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of CW to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. CW will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of CW may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of CW to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, CW will never engage in trading that operates to the client’s disadvantage if representatives of CW buy or sell securities at or around the same time as clients. 15  Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on CW’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and CW may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in CW's research efforts. CW will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker- dealer/custodian. CW will require clients to use Schwab Institutional, a division of Charles Schwab & Co., Inc., Fidelity Brokerage Services LLC, American Funds Distributors, Inc., Capital Bank and Trust Company, and Nationwide Advisory Solutions. 1. Research and Other Soft Dollar Benefits While CW has no formal soft dollars program in which soft dollars are used to pay for third party services, CW may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). CW may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and CW does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. CW benefits by not having to produce or pay for the research, products or services, and CW will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that CW’s acceptance of soft dollar benefits may result in higher commissions charged to the client. Charles Schwab & Co., Inc. Advisor Services provides CW with access to Charles Schwab & Co., Inc. Advisor Services’ institutional trading and custody services, which are typically not available to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional 16  investors or would require a significantly higher minimum initial investment. For CW client accounts maintained in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Charles Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor Services accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to CW other products and services that benefit CW but may not benefit its clients’ accounts. These benefits may include national, regional or CW specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. Other potential benefits may include occasional business entertainment of personnel of CW by Charles Schwab & Co., Inc. Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist CW in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of CW’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of CW’s accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to CW other services intended to help CW manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, and human capital consultants, insurance and marketing. In addition, Charles Schwab & Co., Inc. Advisor Services may make available, arrange and/or pay vendors for these types of services rendered to CW by independent third parties. Charles Schwab & Co., Inc. Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to CW. CW is independently owned and operated and not affiliated with Charles Schwab & Co., Inc. Advisor Services. 2. Brokerage for Client Referrals CW receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use CW will require that clients use a specific broker-dealer to execute transactions. There is no conflict of interest, as the broker-dealer is not an affiliate or related person of CW. By directing brokerage, CW may be unable to achieve most favorable execution of 17  client transactions which could cost clients money in trade execution. Not all advisers require or allow their clients to direct brokerage. B. Aggregating (Block) Trading for Multiple Client Accounts CW does not aggregate or bunch the securities to be purchased or sold for multiple clients. This may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for CW's advisory services provided on an ongoing basis are monitored as part of an ongoing process and reviewed at least annually by an investment adviser representative of the firm, with regard to clients’ respective investment policies and risk tolerance levels. All financial planning accounts are reviewed upon financial plan creation and plan delivery by an investment adviser representative of the firm. Clients may have the option to review financial plans with representatives of CW either bi-annually or annually. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). With respect to financial plans, clients may have the option to review financial plans with representatives of CW either bi-annually or annually. C. Content and Frequency of Regular Reports Provided to Clients Each client of CW's advisory services provided on an ongoing basis will receive at least a quarterly report, if not monthly detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. Each financial planning client will receive the financial plan upon completion. 18  Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) Other than soft dollar benefits as described in Item 12 above, CW does not receive any economic benefit, directly or indirectly from any third party for advice rendered to CW clients. B. Compensation to Non – Advisory Personnel for Client Referrals CW does not directly or indirectly compensate any person who is not advisory personnel for client referrals. Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, CW will be deemed to have limited custody of client's assets due to the ability to directly debit fees via a qualified custodian and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Specifically, clients will receive account statements from the custodian and should carefully review those statements. Clients are urged to compare the account statements they received from custodian with those they received from CW. Custody is also disclosed in Form ADV because CW has authority to transfer money from client account(s), which constitutes a standing letter of authorization (SLOA). Accordingly, CW will follow the safeguards specified by the SEC rather than undergo an annual audit. Item 16: Investment Discretion CW provides discretionary and non-discretionary investment advisory services to clients. The Investment Advisory Contract established with each client outlines the discretionary authority for trading. Where investment discretion has been granted, CW generally manages the client’s account and makes investment decisions without consultation with the client as to what securities to buy or sell, when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, or the price per share. In some instances, CW’s discretionary authority in making these determinations may be limited by conditions imposed by a client (in investment guidelines or objectives, or client instructions otherwise provided to CW). 19  Item 17: Voting Client Securities (Proxy Voting) CW will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet CW neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither CW nor its management has any financial condition that is likely to reasonably impair CW’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years CW has not been the subject of a bankruptcy petition in the last ten years. 20