HARTSHORNE GROUP, LLC

Item 1 – Cover Page CyborgWealth, LLC One River Centre 331 Newman Springs Road Suite 105 Red Bank, New Jersey 07701 (732) 842-4920 May 30, 2025 This Brochure provides informa(cid:415)on about the qualifica(cid:415)ons and business prac(cid:415)ces of CyborgWealth, LLC (“CyWealth” or the “Firm”). If you have any ques(cid:415)ons about the contents of this Brochure please contact us at (732) 842-4920. The informa(cid:415)on in this Brochure has not been approved or verified by the United States Securi(cid:415)es and Exchange Commission or by any state securi(cid:415)es authority. CyWealth is a registered investment adviser. Registra(cid:415)on of an Investment Adviser does not imply any level of skill or training. The oral and wri(cid:425)en communica(cid:415)ons of an Adviser provide you with informa(cid:415)on about which you determine to hire or retain and Adviser. Addi(cid:415)onal informa(cid:415)on about CyWealth also is available on the SEC’s website at h(cid:425)p://www.adviserinfo.sec.gov. Clients and prospec(cid:415)ve clients can search this site by using the name CyborgWealth, LLC or by an iden(cid:415)fica(cid:415)on number known as a CRD number for CyWealth is 150897. The SEC’s web site also provides informa(cid:415)on about any persons affiliated with CyWealth who are registered, or are required to be registered, as investment adviser representa(cid:415)ves of CyWealth. Page 1 of 31  Item 2 – Material Changes Since the last update of CyborgWealth’s Part 2A of Form ADV (“Brochure”) on March 31, 2024, it has been edited to include a name change from Hartshorne Group, LLC to CyborgWealth, LLC. Page 2 of 31  Item 3 – Table of Contents Contents Item 1 – Cover Page ....................................................................................................... 1 Item 2 – Material Changes .............................................................................................. 2 Item 3 – Table of Contents.............................................................................................. 3 Item 4 – Advisory Business ............................................................................................. 4 Item 5 – Fees and Compensation ................................................................................. 12 Item 6 – Performance-Based Fees and Side-By-Side Management .................................. 15 Item 7 – Types of Clients .............................................................................................. 16 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ............................. 16 Item 9 – Disciplinary Information .................................................................................. 21 Item 10 – Other Financial Industry Activities and A(cid:431)iliations ........................................... 22 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ....................................................................................................................... 22 Item 12 – Brokerage Practices ...................................................................................... 24 Item 13 – Review of Accounts ....................................................................................... 26 Item14 – Client Referrals and Other Compensation ....................................................... 26 Item 15 – Custody ....................................................................................................... 26 Item 16 – Investment Discretion ................................................................................... 27 Item 17 – Voting Client Securities ................................................................................. 27 Item 18 – Financial Information .................................................................................... 28 Item 1 – Cover Page From ADV Part 2B: Brochure Supplement ....................................... 29 Item 2 – Educational Background and Business Experience ........................................... 30 Item 3 – Disciplinary Information .................................................................................. 30 Item 4 – Other Business Activities ................................................................................. 30 Item 5- Additional Compensation ................................................................................. 31 Item 6 - Supervision .................................................................................................... 31 Page 3 of 31  Item 4 – Advisory Business CyborgWealth, LLC (“CyWealth”) is a limited liability company formed under the laws of the State of Delaware and is a registered investment adviser with the SEC. CyWealth offers personalized investment advisory services to clients in the form of comprehensive financial planning, financial analysis of specific planning topics, and on-going wealth management and financial administra(cid:415)ve services. CyWealth also provides con(cid:415)nuous and regular investment management supervisory and consul(cid:415)ng services., When providing these investment management supervisory services, CyWealth refers clients to other advisers and por(cid:414)olio managers, including its affiliate WBI Investments, LLC (referred to throughout this brochure as “WBI”). WBI is also an investment adviser registered with the SEC. CyWealth and WBI are under common ownership and control. This Brochure provides clients and prospec(cid:415)ve clients with informa(cid:415)on regarding CyWealth and the qualifica(cid:415)ons, business prac(cid:415)ces, and nature of advisory services that should be considered before becoming an advisory client of CyWealth. Principal Execu(cid:415)ve Owner Don Schrieber, Jr., is Managing Partner of CyWealth. Don is the principal owner of the Firm. Firm History WBI was originally founded as Wealth Builders, Inc. in 1984 to provide financial advisory and business planning services to individuals and ins(cid:415)tu(cid:415)ons. In 1997, Wealth Builders, Inc. began offering its investment management services to unaffiliated advisors and ini(cid:415)ated the development of its wholesale distribu(cid:415)on program. In 2002, Wealth Builders began to offer wealth management services. In February 2006, the company began offering the investment management services of its wholesale ins(cid:415)tu(cid:415)onal distribu(cid:415)on opera(cid:415)ons under the “Doing Business As” (DBA) name WBI Investments. The company con(cid:415)nued to offer retail financial planning and wealth management services as Wealth Builders, Inc. In June 2009, Wealth Builders, Inc. formally changes its name to WBI Investments, Inc., and in January 2010 WBI Investments, Inc. spun off its retail financial planning and wealth management services into a separate affiliated en(cid:415)ty: Hartshorne Group, Inc. (“HG”). Hartshorne Group was created to con(cid:415)nue the comprehensive financial planning, financial analysis of specific planning topics, and ongoing wealth management and firm administra(cid:415)on services of WBI. In February 2023, Hartshorne Group changed its form of organiza(cid:415)on from an S Corp formed under the laws of New Jersey to a limited liability company formed under the laws of Delaware thereby changing the official name from Hartshorne Group, Inc. to Hartshorne Group, LLC. This change is structure did not affect the ownership and opera(cid:415)on of Hartshorne Group. In October 2024, HG sold a significant por(cid:415)on of it’s managed assets, and began to operate under a new name, CyborgWealth, LLC. Today, CyWealth con(cid:415)nues to operate as a privately owned financial planning firm that offers investment management supervisory and consul(cid:415)ng services directly to individuals, pension and profit-sharing plans, corpora(cid:415)ons, and other en(cid:415)(cid:415)es. Client Assets Under Management As of 12/31/2025, CyborgWealth has approximately $0 in regulatory assets under management on a non- discre(cid:415)onary basis. CyWealth does not manage any client assets on a discre(cid:415)onary basis. Page 4 of 31  Tailoring Advisory Services to the Individual Needs of Clients CyWealth services are always provided based on the client’s individual needs and circumstances. CyWealth’s analysis will detail the client’s current financial status and make recommenda(cid:415)ons where possible intended to improve the client’s financial situa(cid:415)on in rela(cid:415)on to the client’s stated financial objec(cid:415)ves. Clients have complete discre(cid:415)on when determining which, if any, of the recommenda(cid:415)ons made by CyWealth to implement. If the client elects to engage an investment manager recommended by CyWealth, the client may choose to engage only those managers that invest in certain types of securi(cid:415)es. The client may also be able to impose restric(cid:415)ons on their accounts with a certain manager, including restric(cid:415)ng specific investment selec(cid:415)ons and sectors. Types of Investments With some excep(cid:415)ons, CyWealth is willing to offer advice on most types of investments owned by a client and, at the specific request of a client, will explore investment op(cid:415)ons not currently owned by a client. However, CyWealth does not provide advice on future contracts, warrants, or commercial paper. The following are some of the general categories of securi(cid:415)es sand investment about which CyWealth will offer advice: Separately Managed Account Products Exchange-listed securi(cid:415)es Securi(cid:415)es traded over-the-counter Exchange Traded Funds (ETFs) and Exchange Traded Notes (ETNs) Foreign issues Cer(cid:415)ficates of deposit        Municipal securi(cid:415)es  Mutual fund shares  Variable Life and Variable Annuity Products  United States government securi(cid:415)es  Op(cid:415)on contracts on securi(cid:415)es CyWealth may provide advice to a client regarding alterna(cid:415)ve investments including private placement investments. These types of investments are o(cid:332)en illiquid, which means that the investments can be difficult to trade and consequently can limit a client’s ability to sell the investments in a (cid:415)mely manner and at an advantageous price. Addi(cid:415)onally, some investments may not have registered pursuant to the Securi(cid:415)es Act of 1933, and therefore to par(cid:415)cipate in such investments the client will need to meet certain eligibility requirements and acknowledge that he or she has read and understands the private placement memorandum and is aware of the various risk factors associated with such an investment. Types of Services Offered CyWealth offers comprehensive financial planning, financial analysis of specific planning topics, ongoing financial management services, investment management supervisory and consul(cid:415)ng services, and income tax advice. CyWealth may also be retained for financial analysis and/or consul(cid:415)ng services that fall outside the scope of these services. Page 5 of 31  Comprehensive Financial Planning Upon execu(cid:415)on of a Financial Analysis Agreement, CyWealth provides a broad range of financial planning and consul(cid:415)ng services (including non-investment related ma(cid:425)ers). Depending on the client’s individual needs and circumstances, CyWealth may provide advice on, but not necessarily limited to, the following areas of concern: Educa(cid:415)on Funding Analysis Insurance Planning Concentrated Equity Review and Planning  Re(cid:415)rement analysis  Risk Assessment, Management, and Mi(cid:415)ga(cid:415)on  Analysis of Current Financial Status   Development of Financial Objec(cid:415)ves  Income Tax Analysis and Mi(cid:415)ga(cid:415)on  Estate Planning  Cash Flow and Budget Analysis  Investment Analysis  Investment Policy Development, Alloca(cid:415)on, and Planning  Fringe Benefit Analysis  Asset Protec(cid:415)on Strategies    Analysis of Business Interests  Real Estate Holding Analysis The nature and scope of the financial planning analysis and services to be provided will be described in an appendix to the Financial Analysis Agreement. A copy of this Brochure will be provided to each client prior to, or contemporaneously with, the execu(cid:415)on of the Financial Analysis Agreement. Either part may terminate the CyWealth Financial Analysis Agreement by providing wri(cid:425)en no(cid:415)ce to the other party. Termina(cid:415)on will be effec(cid:415)ve upon receipt of the no(cid:415)fica(cid:415)on. Financial Analysis of Specific Planning Topics The client may retain CyWealth to provide analysis and recommenda(cid:415)ons on one or more specific areas of financial concern or interest, including but not necessarily limited to the planning topics listed under Comprehensive Financial Planning above. Financial Analysis services are performed under the terms of a wri(cid:425)en Financial Analysis Agreement between the client and CyWealth. The nature and scope of the financial analysis and services to provided will be described in an appendix to the Financial Analysis Agreement. Financial planning and analysis services are generally for one-(cid:415)me financial plan, not ongoing advice. Clients may request that a previously complete financial plan be updated subject to an addi(cid:415)onal fee. Unless otherwise specifically agreed to by CyWealth, CyWealth shall have no du(cid:415)es or obliga(cid:415)ons with respect to the implementa(cid:415)on of a client’s financial plan and, without limi(cid:415)ng the generality of the foregoing, CyWealth shall have no duty or obliga(cid:415)on to provide investment advisory or investment management services that are outside the scope of the services discusses above. Clients may engage CyWealth to provide ongoing wealth management and financial administra(cid:415)ons service as described in greater detail on the Ongoing Wealth Management and Financial Administra(cid:415)on sec(cid:415)on. Page 6 of 31  It is recommended that clients work closely not only with CyWealth in the course of formula(cid:415)ng a financial plan, but also with client’s legal, estate planning, tax accoun(cid:415)ng and other special advisors. For your convenience, CyWealth may maintain ongoing rela(cid:415)onships with certain legal, accoun(cid:415)ng and consul(cid:415)ng firms with whom we may consult and to whom CyWealth may refer clients for advice on those ma(cid:425)ers. However, no client is obligated to use the services of any such firm, and CyWealth assumes no responsibility for recommenda(cid:415)ons made, advice given, or documenta(cid:415)on provided to you by any such firm. Ongoing Wealth Management and Financial Administra(cid:415)on CyWealth provides robust wealth management and financial administra(cid:415)on services to high-net-worth and family office clients. Clients contrac(cid:415)ng for this service must typically have at least $10 million in investment assets; however, excep(cid:415)ons to this minimum may be granted. Therefore, a high-net-worth client will typically have no less than a $10 million net worth. A family office is typically a private company that manages investments and trusts for a single wealthy family; however, it can be include several wealthy families mee(cid:415)ng the minimum investment requirements set for by CyWealth. Ongoing wealth management and financial administra(cid:415)on services are performed under the terms of a wri(cid:425)en Ongoing Financial Management Agreement between the client and CyWealth. The nature and scope of the financial analysis and services to be provided will be described in an appendix to the agreement. CyWealth’s services are strictly financially related. CyWealth does not provide any non-financial related services, commonly known as concierge services. The wealth management and financial administra(cid:415)on services provided by CyWealth begin with ongoing financial planning services. Topics and issues covered in financial planning include those described in the Comprehensive Financial Planning sec(cid:415)on. However, wealth management and financial administra(cid:415)on services are designed to be more comprehensive than tradi(cid:415)onal financial planning-only services and are designed to include monitoring of all client assets. CyWealth will recommend the use of WBI and/or other third-party investment advisers to provide ongoing management of the client’s investable assets described in the CyWealth Manager Referral Sec(cid:415)on and Referral Arrangement with WBI Investments, LLC sec(cid:415)on. While offering con(cid:415)nuous and regular investment management supervisory and consul(cid:415)ng services, CyWealth retains the ongoing responsibility to provide advice, select and make recommenda(cid:415)ons, based upon the needs of the client, as to specific securi(cid:415)es or other investments the client account may purchase or sell. If such recommenda(cid:415)ons are accepted by the client, CyWealth is responsible for arranging or effec(cid:415)ng any alloca(cid:415)ons, purchases or sales in each client account. Fees charged by third party investment advisers, including WBI, are in addi(cid:415)on to fees charged for wealth management and financial administra(cid:415)on services. Depending on the individual needs of the client, CyWealth may include, but are not necessarily limited to, the following value-added services: Coordinate investment ac(cid:415)vi(cid:415)es Consolidate repor(cid:415)ng of all assets and liabili(cid:415)es Facilitate mul(cid:415)genera(cid:415)onal wealth management including wealth transfer planning Charitable planning including private founda(cid:415)ons     Review and analysis of alterna(cid:415)ve investment opportuni(cid:415)es   Budge(cid:415)ng and forecas(cid:415)ng    Cash flow management and bill payment services Insurance analysis Interface with client’s other professionals including a(cid:425)orneys and accountants Page 7 of 31  Addi(cid:415)onal Financial Analysis, Tax Prepara(cid:415)on and Consul(cid:415)ng Services CyWealth may be engaged to provide analysis and/or consul(cid:415)ng services that fall outside the scope of the comprehensive financial planning, financial analysis, or ongoing wealth management and financial administra(cid:415)on services described above. Addi(cid:415)onally, CyWealth may prepare federal and state tax returns using the informa(cid:415)on the client provides, as well as provide “on call services” for rou(cid:415)ne ques(cid:415)ons that arise during the informa(cid:415)on collec(cid:415)on and prepara(cid:415)on of the returns. CyWealth may accept or decline such and engagement depending on the scope and nature of the services provided. The terms and condi(cid:415)ons of any such engagement will be determined by a separate wri(cid:425)en agreement nego(cid:415)ated between CyWealth and the client. CyWealth Unaffiliated Manager Referral Service CyWealth provides investment management supervisory and consul(cid:415)ng services with respect to client assets. CyWealth will review the investment objec(cid:415)ves or investment mandate presented by the client. These objec(cid:415)ves may be the result of a financial planning or financial analysis engagement with CyWealth or may be determined independently by the client. CyWealth is authorized to rely on the financial and other informa(cid:415)on the client provides. Exis(cid:415)ng client securi(cid:415)es and/or the client’s por(cid:414)olio will be evaluated rela(cid:415)ve to the client’s circumstances and investment objec(cid:415)ves or mandate, and CyWealth will provide the results of its analysis as well as any recommended ac(cid:415)on with respect to the assets examined. As a result of its analysis, CyWealth may provide the client with informa(cid:415)on to assist in selec(cid:415)ng one or more affiliated investment management firm(s) (collec(cid:415)vely, “Unaffiliated Managers”) to manage the client’s assets. The client will make the final decision as to the selec(cid:415)on of the Unaffiliated Managers. On an ongoing and regular basis, CyWealth will supervise client accounts and confer with clients to review any changes in a client’s circumstances. CyWealth will also provide updated advice or recommenda(cid:415)ons regarding any Unaffiliated Managers selected by the client as needed. In addi(cid:415)on to entering into a client agreement with CyWealth, the client enters into a separate agreement with each Unaffiliated Manager selected. The Unaffiliated Managers hired by the client are responsible for the day-to- day management of the investments in the account. Each Unaffiliated Manager may buy, sell, exchange, convert and trade securi(cid:415)es and other investments in the client’s managed accounts. CyWealth has no investment discre(cid:415)on or other discre(cid:415)onary authority with respect to the client’s accounts. Generally, CyWealth acts as an introducing advisor in referring clients to Unaffiliated Managers. As a result, CyWealth will be paid as a por(cid:415)on of the fee charged and collected by the Unaffiliated Manager in the form of introducing advisor fee or supervisory consul(cid:415)ng fee. Each introducing advisor arrangement is performed pursuant to a wri(cid:425)en referral agreement and in compliance with Rule 206(4)-3 under the Investment Advisers Act of 1940 (the “Advisers Act”). CyWealth will assist the client with iden(cid:415)fying the client’s risk tolerance and investment objec(cid:415)ves. CyWealth and/or its associated persons will consider a client’s stated investment objec(cid:415)ves and risk tolerance when referring the clients to an Unaffiliated Manager. CyWealth will provide con(cid:415)nuous and regular supervisory or management services, including answering ques(cid:415)ons the client may have regarding their account, providing certain limited financial analysis and/or consul(cid:415)ng services, and ac(cid:415)ng as the communica(cid:415)on conduit between the client and the Unaffiliated Manager. Unaffiliated Managers may take discre(cid:415)onary authority to determine the securi(cid:415)es to be purchased and sold for the client. Neither CyWealth nor its associated persons will have any trading authority with respect to the client’s managed account with the Unaffiliated Manager(s). Page 8 of 31  Unaffiliated Manager programs generally have account minimum requirements that will vary from Unaffiliated Manager to Unaffiliated Manager. Accounts minimums are generally higher on fixed income accounts than equity- based accounts. A complete descrip(cid:415)on of the Unaffiliated Manager’s services, fee schedule and account minimums will be disclosed in the Unaffiliated Manager’s Form ADV Part 2A, which will be provided to clients at the (cid:415)me an agreement for services is executed and an account is established. Client reports will depend upon the Unaffiliated Manager. CyWealth has a conflict of interest by generally referring client only to those Unaffiliated Managers that have agreed to pay an introducing advisory fee or supervisory consul(cid:415)ng fee to CyWealth. Clients are advised that there may be other Unaffiliated Manager programs that may be suitable to the client that may be more or less costly. No guarantees can be made that client’s financial goals or objec(cid:415)ves will be achieved. Further, no guarantees of performance can be offered. Investments involve risk, including the possible loss of principal. WBI Management Referral Service CyWealth acts as an affiliated introducing advisor when it refers clients to WBI for investment management services. WBI also acts as a third-party money manager for other unaffiliated investments advisors. Because CyWealth and WBI are under common ownership, CyWealth is an affiliated introducing advisor of WBI. As a result of this referral arrangement, CyWealth is paid a por(cid:415)on of the fee charged and collected by WBI in the form of an introducing advisor fee. CyWealth has a conflict of interest when referring client to WBI similar to the conflict described above rela(cid:415)ng to Unaffiliated Managers. CyWealth and WBI are also under common ownership, meaning certain of the owners of CyWealth also have an ownership interest in WBI. This created an addi(cid:415)onal conflict of interest because the common owners of CyWealth and WBI will also benefit from fees paid to WBI and, as a result, are incen(cid:415)vized to refer CyWealth clients to WBI. CyWealth seeks to mi(cid:415)gate this conflict by referring clients to WBI only when such referral is consistent with the clients’ investment objec(cid:415)ves. CyWealth assists clients with iden(cid:415)fying the client’s risk tolerance and investment objec(cid:415)ves. CyWealth will recommend a WBI por(cid:414)olio in rela(cid:415)on to the client’s states investment objec(cid:415)ves and risk tolerance. With the assistance of CyWealth clients will select a recommended WBI por(cid:414)olio strategy or por(cid:414)olio strategies based upon the client’s needs. Clients must enter into an agreement directly with WBI. A CyWealth advisor representa(cid:415)ve will be available to answer ques(cid:415)ons the client may have regarding the account managed by WBI, may provide certain ongoing and regular financial analysis and/or consul(cid:415)ng services. And act as the communica(cid:415)ons conduit between the client and WBI. WBI requires discre(cid:415)onary authority to determine the securi(cid:415)es to be purchased and sold for the client. CyWealth will have any trading authority with respect to client’s managed account by WBI. While the actual fee charged to a client will vary depending on the total amount of assets under management and the type of investment strategy u(cid:415)lized, the por(cid:415)on retained by CyWealth in the form of introducing advisor fees or consul(cid:415)ng fees will not exceed 1.125% and the por(cid:415)on retained by WBI in the form of investment management fees will not exceed 1.125%. WBI is responsible for deduc(cid:415)ng all advisory feeds from client accounts and distribu(cid:415)ng to CyWealth its por(cid:415)on of the overall fee. Clients may incur addi(cid:415)onal charges including but not limited to, fees charged by the custodian of the client’s assets, mutual fund sales loads, 12b-1 feed and redemp(cid:415)on or surrender charges and IRA and qualifies re(cid:415)rement plan fees. CyWealth and WBI do not received any por(cid:415)on of such commissions or fees. CyWealth is only compensated by the introducing advisor fee described above. WBI is compensated by its management fee. Page 9 of 31  Affilia(cid:415)on with Millington Securi(cid:415)es, LLC CyWealth is affiliated with Millington Securi(cid:415)es, LLC, (“Millington”), registered investment adviser. Some of the officers and personnel of CyWealth also serve as officers and perform func(cid:415)ons for Millington. Millington also serves as the investment adviser for the Affiliated ETFs, as defined below. Millington is under common ownership with CyWealth and WBI. WBI ETFs Millington serves as investment adviser to a series of ETFs registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), domiciles in the United States (the “Affiliated ETFs”). The Affiliated ETFs are each investment por(cid:414)olios structures under Absolute Shares Trust (the “Trust”). The Trust administrator, transfer agent and fund accountant is U.S. Bancorp Fund Services, LLC. The distributor of the Affiliated ETFs is Vigilant Distributors, LLC, a SEC registered broker-dealer and member of FINRA (“Vigilant”). Millington has selected WBI to act as sub-adviser to each affiliated ETF and to be responsible for the day-to-day investment management of each Affiliated ETF. WBI therefore furnishes the Affiliated ETFs with certain administra(cid:415)ve services and provides most of the personnel needed to fulfill WBI’s obliga(cid:415)ons as the investment sub-adviser. WBI will manage the Affiliated ETFs in accordance with their stated investment objec(cid:415)ve and investment policies which are outlined and detailed in the prospectus and Statement of Addi(cid:415)onal Informa(cid:415)on (SAI) for the Affiliated ETFs. The Affiliated ETFs are not tailored to the individualized needs of any par(cid:415)cular shareholder or investor and an investment in such a vehicle does not, in and of itself, create an advisory rela(cid:415)onship between the shareholder or investor and WBI. Clients are advised to review the Affiliated ETF prospectus and SAI for a complete descrip(cid:415)on of the Affiliated ETFs’ investment objec(cid:415)ves, policies and opera(cid:415)onal structure. All investors in the ETFs will receive or have available a copy of the prospectus and SAI. CyWealth has an inherent conflict in recommending the Affiliated ETFs to clients because:  CyWealth affiliated investment advisor, WBI is ac(cid:415)ng as Sub-Advisor for the Affiliated ETFs. Ma(cid:425)hew Schreiber and Don Schreiber, Jr. are on the WBI Investment Commi(cid:425)ee. Don Schreiber, Jr. is a por(cid:414)olio manager of the Affiliated ETFs. CyWealth may be less likely to recommend moving client money out of the Affiliated ETFs than it would be for investment in other securi(cid:415)es not managed by WBI if the Affiliated ETFs have poor performance, because of CyWealth’s involvement with the Affiliated ETFs and affilia(cid:415)on with WBI.  As the Sub-Advisor to the Affiliated ETFs, WBI received a management fee for its services. Increases in Affiliated ETF assets will result in increases in the management fee paid to WBI. Therefore, if the client invests in the Affiliated ETFs, the fees paid to WBI from the client’s invested shares are in addi(cid:415)on to the fees the client pays CyWealth for its advisory services. However, CyWealth does not directly receive any por(cid:415)on of this fee, and the Affiliated ETF’s payments for WBI’s management services have no effect on the feed paid by a CyWealth client for any services provided to the client by CyWealth. Courtesy Account Service At the discre(cid:415)on of CyWealth, some clients may be allowed to establish a courtesy account through the Schwab Ins(cid:415)tu(cid:415)onal pla(cid:414)orm of Charles Schwab & Co., Inc. or at Pershing Advisor Solu(cid:415)ons, LLC. Typically, CyWealth will offer con(cid:415)nuous and regular investment management supervisory and consul(cid:415)ng services for any client courtesy accounts on an unsolicited basis. CyWealth may provide advice, consul(cid:415)ng services for any client courtesy accounts on an unsolicited basis. CyWealth may provide advice, select and make recommenda(cid:415)ons, based upon the needs of the client, as to specific securi(cid:415)es, asset alloca(cid:415)ons, or other investments the client account may purchase or Page 10 of 31  sell. If such recommenda(cid:415)on are requested and eventually accepted by the client, CyWealth is responsible for arranging or effec(cid:415)ng any alloca(cid:415)ons, purchases or sales in each client courtesy account. Examples of instances in which a courtesy account may be establishes at a custodian include instances when a client wishes to hold a security posi(cid:415)on or asset alloca(cid:415)on which is not part of a por(cid:414)olio offered by a selected third-party manager. While CyWealth will be provided trading authoriza(cid:415)on on the account, CyWealth has no discre(cid:415)onary authority and will not place trades except pursuant to unsolicited instruc(cid:415)ons from clients. Clients will be solely responsible for ini(cid:415)a(cid:415)ng all purchase and sale decisions and instruc(cid:415)ng CyWealth to effect such transac(cid:415)ons within the account. Clients with courtesy accounts, and not CyWealth, nor any person associated with CyWealth, will have the exclusive responsibility for the performance of all securi(cid:415)es that are purchased for or help in any courtesy account. CyWealth does not currently charge a fee for its Courtesy Account Service; however, clients will be required to enter into a wri(cid:425)en agreement and will be provided a copy of this Brochure prior to establishing a courtesy account. ERISA and Other Plan Clients In its services to ERISA pension plan clients under the CyWealth Unaffiliated Manager Referral Service Program, WBI Management Referral Service Program, and in its financial planning services provided pursuant to a Financial Analysis Agreement, CyWealth is a “covered service provider” under regula(cid:415)ons issued by the U.S. Department of Labor (“DOL”) under Sec(cid:415)on (b)(2) of ERISA. Accordingly, CyWealth will disclose, to the extent required by ERISA Regula(cid:415)on Sec(cid:415)on 2550.408b-2(c), to its ERISA pension plan clients the services it will provide to the plan client, its status as a fiduciary under Sec(cid:415)on 3(21) of WRISE, and the compensa(cid:415)on, direct and indirect, that it and its subcontractors and affiliated reasonably expect to receive under the arrangement reasonably in advance of the date on which CyWealth enters into the arrangement with the plan client. In accordance with ERISA Regula(cid:415)on Sec(cid:415)on 2550.408b-2(c)(vi)(A), CyWealth will disclose within thirty (30) days following receipt of a wri(cid:425)en request from the responsible plan fiduciary all informa(cid:415)on rela(cid:415)ng to compensa(cid:415)on or fees received in connec(cid:415)on with the arrangement with the pension plan client that is required for the plan to comply with the repor(cid:415)ng and disclosure requirements of Title I of ERISA. IRA Rollover Recommenda(cid:415)ons Effec(cid:415)ve December 20, 2021 (or such later date as the US Department of Labor (“DOL”) Field Assistance Bulle(cid:415)n 2018-02 ceases to be in effect), for purposed of complying with the DOL’s Prohibited Transac(cid:415)on Exemp(cid:415)on 2020- 02 (“PTE 2020-02”) where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your re(cid:415)rement plan account or individual re(cid:415)rement account, we are fiduciaries within the meaning of Title I of the Employee Re(cid:415)rement Income Security Act and/or the Internal revenue Code, as applicable, which are laws governing re(cid:415)rement accounts. The way we make money created 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: 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  Meet a professional standard of care when making investment recommenda(cid:415)ons (give prudent advice);  Never put our financial interests ahead of yours when making recommenda(cid:415)ons (give loyal advice);  Avoid misleading statements about conflicts of interest, fees, and investments;    Give you basic informa(cid:415)on about conflicts of interest. Page 11 of 31  We benefit financially from the rollover of your assets from a re(cid:415)rement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory feed. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Item 5 – Fees and Compensa(cid:415)on CyWealth, in its sole discre(cid:415)on, may charge lower fees and/or reduce or waive client minimums for its services and programs based upon certain criteria (i.e. an(cid:415)cipated future earning capacity, an(cid:415)cipated future addi(cid:415)onal assets, dollar amount of assets be managed, related accounts, type of services required, account composi(cid:415)on, nego(cid:415)a(cid:415)ons with client). Comprehensive Financial Planning CyWealth will charge a fee (fixed and/or hourly) for these services. CyWealth’s financial planning fees are nego(cid:415)able, but generally range from $5,000 to $25,000 on a fixed fee basis and from $250 to $500 on an hourly rate basis, depending upon the level and scope of the services required and the professional rendering the service(s). In the event that a client elects to engage CyWealth for financial planning services beyond the ini(cid:415)al engagement (upda(cid:415)ng previous plans, etc.), the fixed fee may be waived or reduced. The decision to waive or reduce the fee for upda(cid:415)ng previous plans will generally be based on the ongoing revenue received by CyWealth directly or indirectly from the client for other services, including any introducing advisor fees earning for referrals to WBI and other Unaffiliated Managers. Prior to engaging CyWealth to provide financial planning and/or consul(cid:415)ng services, the client will be required to enter into a Financial Analysis Agreement with CyWealth se(cid:427)ng forth the terms and condi(cid:415)ons of the engagement, describing the scope of the services to be provided, and the por(cid:415)on of the fee that is due from the client prior to CyWealth commencing services. CyWealth typically requires a retainer equal to one half the es(cid:415)mated planning fee at the (cid:415)me the Financial Analysis Agreement is executed, with the balance payable upon delivery of the financial plan. For hourly charges, the cost of the total hours required will be es(cid:415)mated and one half that amount will be used to determine the amount of the retainer. If CyWealth were to receive more than $1200 in advance the fee will be earned within 6 months or the unearned por(cid:415)on will be returned to the client. In the event the client terminated CyWealth’s financial planning and/or consul(cid:415)ng services prior to CyWealth’s comple(cid:415)on of such services, the unearned por(cid:415)on of CyWealth’s fee, if any, will be refunded to the client. Upon comple(cid:415)on of the ini(cid:415)al financial planning services, CyWealth provides ongoing financial planning and consul(cid:415)ng services on a fee basis to its clients. The scope of the ongoing financial planning and/or related consulta(cid:415)on services to be rendered by CyWealth is generally intended to be limited to reviewing CyWealth’s previous recommenda(cid:415)ons and/or services rela(cid:415)ve to a change in the client’s financial situa(cid:415)on and/or investment objec(cid:415)ves. In the unlikely event that a client requires extraordinary financial planning and/or consulta(cid:415)on services, CyWealth may increase the fee for the added service, the amount of which increase will be determined by CyWealth and agreed to in a separate wri(cid:425)en arrangement between CyWealth and the client. The increase will generally be on either the fixed fee or hourly rate basis as discussed above. While all clients are offered financial planning and/or consulta(cid:415)on services in addi(cid:415)on to investment management services through WBI, some clients elect an increased level of financial planning services rela(cid:415)ve to those received by other clients. It is not intended that financial planning and/or consulta(cid:415)on services provided solely on an ancillary basis to WBI investment management services, will encompass the full scope of services contemplated under the Comprehensive Financial Planning, Financials Analysis, or Ongoing Wealth Management and Financial Administra(cid:415)on Services sec(cid:415)ons Page 12 of 31  herein. However, all clients are subject to the asset-based fee schedule as shown in the WBI Investment Management Agreement, regardless of the CyWealth financial planning services required or elected by the client. CyWealth fees do not offset any fees WBI charges for its management program. A copy of this Brochure will be provided to each client prior to, or contemporaneously with, the execu(cid:415)on of the agreement for services. To the extent services are terminated at any point other than the end of a calendar month, the final fee will be pro-rated based on the number of days remaining in the month. Clients paying monthly for ongoing family office or other ongoing services in advance will receive pro-rated refund for the final month of services. Clients paying for services in arrears will be charges a pro-rated fee for the final month of services. Financial Analysis of Specific Planning Topics The client may retain CyWealth to provide analysis and recommenda(cid:415)ons on one or more specific areas of financial concern or interest. The Scope of such an engagement is expected to be less extensive than that of a comprehensive financial plan. CyWealth charges a fixed or hourly fee for such services. These fees are nego(cid:415)able. Fixed dees generally range from $500 to $5,000 depending on the scope of the analysis and the number of topics covered. The client may also elect and hourly rate, which ranges from $150 to $500 per hour depending on the professional rendering the service. Prior to engaging CyWealth to provide financial analysis services, the client will be required to enter into a Financial Analysis Agreement with CyWealth se(cid:427)ng forth the terms and condi(cid:415)ons of the engagement, describing the scope of the services to be provided, and the por(cid:415)on of the fee that is due from the client prior to CyWealth commencing services. CyWealth typically requires a retainer equal to one half the es(cid:415)mated analysis fee at the (cid:415)me the Financial Analysis Agreement is executed, with the balance payable upon delivery of the analysis. For hourly charged, the cost of the total hours required will be es(cid:415)mated and one half the amount will be used to determine the amount of retainer. If CyWealth were to receive more than $1200 in advance the fee will be earned within 6 months or the unearned por(cid:415)on will be returned to the client. In the event the client terminated CyWealth’s financial analysis services prior to CyWealth’s comple(cid:415)on of such services, the unearned por(cid:415)on of CyWealth’s fee, if any, will be refunded to the client. In performing its services, CyWealth will not be required to verify any informa(cid:415)on received from the client or from the client’s other professionals and is expressly authorized to rely on the informa(cid:415)on provided. If requested by the client, CyWealth may recommend WBI for investment management services and/or conduct a manager search through the CyWealth Unaffiliated Manager Referral Service. CyWealth may also recommend the services of other professionals (a(cid:425)orneys, accountants, pension administrators, etc.) for implementa(cid:415)on of its recommenda(cid:415)ons. The client is under no obliga(cid:415)on to engage the services of WBI or any recommended professionals. The client retains absolute discre(cid:415)on over all such implementa(cid:415)on decisions and is free to accept or reject any recommenda(cid:415)on from CyWealth. Moreover, each client is advised that it remains the client’s responsibility to promptly no(cid:415)fy CyWealth is there is ever a change in the client’s financial situa(cid:415)on or investment objec(cid:415)ves for the purpose of reviewing/evalua(cid:415)ng/revising CyWealth’s previous recommenda(cid:415)ons and/or services. A copy of this Brochure will be provided to each client prior to, or contemporaneously with, the execu(cid:415)on of the Financial Analysis Agreement. Either party may terminate the CyWealth Financial Analysis Agreement by providing wri(cid:425)en no(cid:415)ce to the other party. Termina(cid:415)on will be effec(cid:415)ve upon receipt of the no(cid:415)fica(cid:415)on. Page 13 of 31  Ongoing Wealth Management and Financial Administra(cid:415)on Wealth Management and Financial Administra(cid:415)on services are provided on a fixed fee basis. Fees for such services are nego(cid:415)ated with each client depending on the client’s amount of investable assets, approximate net worth, and the complexity of their financial situa(cid:415)on. Fixed fees are determined and reevaluated on an annual basis. The annual fixed fee is generally billed monthly to quarterly in arrears. Monthly fees do not typically exceed $2,500. However varying circumstances could result in higher fees. A copy of this Brochure will be provided to each client prior to, or contemporaneously with, the execu(cid:415)on of the Financial Analysis Agreement. Either party may terminate the CyWealth Financial Analysis Agreement by providing wri(cid:425)en no(cid:415)ce to the other party. Termina(cid:415)on will be effec(cid:415)ve upon receipt of the no(cid:415)fica(cid:415)on. To the extent services are terminated at any point other than the end of a calendar month, the final fee will be pro-rated based on the number of days remaining in the month. Clients paying for services in advance will receive pro-rated refund for the final month of services. Clients paying for services in arrears will be charged a pro-rated fee for the final month of services. Addi(cid:415)onal Financial Analysis, Tax Prepara(cid:415)on and Consul(cid:415)ng Services The fees charges by CyWealth for analysis and/or consul(cid:415)ng services that fall outside the scope of the Comprehensive Financial Planning, Financial Analysis, or Ongoing Wealth Management and Financial Administra(cid:415)on services described above will be nego(cid:415)ated as part of a separate wri(cid:425)en agreement entered into by the client and CyWealth at the (cid:415)me of engagement. CyWealth Unaffiliated Manager Referral Service The fee charged for investment consul(cid:415)ng services varies with the total amount of assets under management and the type of investment strategy u(cid:415)lized. The por(cid:415)on retained by CyWealth in the form of consul(cid:415)ng fees or introducing advisor fees will typically range from 0.25% to 1.00%. In addi(cid:415)on to entering into a Client Agreement with CyWealth, the client enters into a separate agreement with each investment manager selected. Each manager determines the fee for their investment management services, which is separate from and in addi(cid:415)on to the fee charged by CyWealth. Generally, CyWealth will act as an introducing adviser and refer clients to Unaffiliated Managers. As a result, CyWealth may be paid a por(cid:415)on of the fee charges and collected by the third-party investment advisor in the form of an introducing advisor fee and consul(cid:415)ng fees. Each introducing advisor arrangement is performed pursuant to a wri(cid:425)en referral agreement and is in compliance with Rule 206(4)-3 under the Advisers Act. Unaffiliated Manager programs generally have account minimum requirements that will vary from Unaffiliated Manager to Unaffiliated Manager. Account minimums are generally higher on fixed income accounts than equity- based accounts. A complete descrip(cid:415)on of Unaffiliated manager’s services, fee schedules and account minimums will be disclosed in the Unaffiliated Manager’s Form ADV Part 2, which will be provided to clients at the (cid:415)me an agreement for services is executed and an account is established. CyWealth has a conflict of interest in that incen(cid:415)vized to refer clients to Unaffiliated Managers that have agreed to pay a referral fee to CyWealth. Clients are advised that there may be other Unaffiliated Manager programs that may be suitable to the client that may be more or less costly. No guarantees can be made that client’s financial goals or objec(cid:415)ves will be achieved. Further, no guarantees of performance can be offered. Investments involve risk, including the possible loss of principal. Page 14 of 31  WBI Management Referral Service As described above, CyWealth refers clients to WBI, and affiliated investment adviser. CyWealth received a por(cid:415)on of the fee paid to WBI in the form of introducing advisor fees or consul(cid:415)ng fees, which will not exceed 1.125% of the client’s assets under management with WBI. WBI deducts advisory fees from client accounts and distributes to CyWealth its por(cid:415)on of the overall fee. Brokerage commissions and/or transac(cid:415)on (cid:415)cket fees charges by the custodian will be billed directly to the client. Neither CyWealth nor WBI receive any por(cid:415)on of commissions or fees charged by the account custodian. In addi(cid:415)on, clients may incur certain charges imposed by third par(cid:415)es other than CyWealth or WBI in connec(cid:415)on with investments made through the account, including but not limited to, fees charged by the custodian of the client’s assets, mutual fund sales loads, 12(b)-1 fees and redemp(cid:415)on charges, variable annuity fees and surrender charges, and IRA and qualified re(cid:415)rement plan fees. Management fees charged by WBI are separate and dis(cid:415)nct from the fees and expenses charged by investment company securi(cid:415)es that may be recommended to clients. A descrip(cid:415)on of these fees and expenses are available in each investment company security’s prospectus. WBI will arrange for the execu(cid:415)on of securi(cid:415)es brokerage transac(cid:415)ons for Client accounts through broker-dealers that WBI reasonably believes will provide “best execu(cid:415)on.” Best price, giving effect to commission and other costs is normally an important factor, but WBI’s broker-dealer selec(cid:415)on also takes into account the quality of brokerage services, including execu(cid:415)on capability, responsiveness, willingness to commit capital, creditworthiness, financial stability, clearance and se(cid:425)lement capability, and the provision of research and other services. Accordingly, although WBI will seek compe(cid:415)(cid:415)ve rates, it may not necessarily obtain the lowest available price or transac(cid:415)on cost. However, by direc(cid:415)ng business to approved broker-dealers, WBI may be able to nego(cid:415)ate lower commission rates for its clients than are typically available to clients opening accounts at the custodians on their own. Clients are advised that CyWealth has a conflict of interest when recommending the third-party investment advisor services of WBI. As described above, CyWealth may recommend one or more unaffiliated manager in its Unaffiliated Manager Referral Program. There may be other third-party managed programs that may be suitable to the client that may be more or less costly than WBI or the managers available in the Unaffiliated Manager referral Service. No guarantees can be made that client’s financial goals or objec(cid:415)ves will be achieved. Further, no guarantees or performance can be offered. Investments involve risk, including the possible loss of principal. So(cid:332) Dollar Policy CyWealth has not entered into any so(cid:332) dollar agreements and does not have a so(cid:332) dollar program. Courtesy Account Service CyWealth does not currently charge a fee for its Courtesy Account Service; however, clients will be required to enter into a wri(cid:425)en agreement and will provided a copy of this disclosure brochure prior to establishing a courtesy account. Item 6 – Performance-Based Fees and Side-By-Side Management CyWealth does not charge any performance-based fees (fees based on a share of capital gains on or capital apprecia(cid:415)on of the assets of a client). Page 15 of 31  Item 7 – Types of Clients CyWealth offers comprehensive financial planning, financial analysis of specific planning topics, ongoing wealth management and financial administra(cid:415)on, and investment consul(cid:415)ng and referral services to individuals, high net worth individuals, corporate pension and profit-sharing plans, charitable ins(cid:415)tu(cid:415)ons, founda(cid:415)ons, endowments, private investment funds, trust programs, and other U.S. and interna(cid:415)onal ins(cid:415)tu(cid:415)ons. Account Minimums Account Minimums vary depending on the scope and nature of the services being provided. Comprehensive Financial Planning CyWealth generally requires clients to have a minimum of $1,000,000 of investment assets for a Comprehensive Financial Planning engagement. Financial Analysis of Specific Planning Topics CyWealth generally requires clients to have a minimum of $500,000 of investment assets for a Financial Analysis of Specific Planning Topics. Ongoing Wealth Management and Financial Administra(cid:415)on CyWealth typically requires Ongoing Wealth Management and Financial Administra(cid:415)on clients to have a minimum of $10 million in investment assets. Extraordinary Financial Analysis and Consul(cid:415)ng Services CyWealth generally requires clients to have a minimum of $1,000,000 in investment assets for Extraordinary Financial Analysis and Consul(cid:415)ng Services. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis in Formula(cid:415)ng Investment Advice The objec(cid:415)ve of the investment recommenda(cid:415)ons formulated as part of a financial planning or investment analysis is to match clients’ needs with an investment strategy designed to help them meet their goals. In order to do this successfully, it is important to consider key facts about each client’s situa(cid:415)on. This informa(cid:415)on is obtained as part of the fact-findings process conducted with the client during the ini(cid:415)al phase of the analysis. Among the important considera(cid:415)ons are:  Available Resources – The fact-finding process requests an inventory of investment assets and accounts, the value of the investment assets listed, and the percentage of total client assets these investments represent Other financial resources are also determined, including annual income, net worth, and employment status.  Need for Liquidity – Understanding the need for liquidity is an important part of the por(cid:414)olio design process. Money that may be needed within the next three to four years should generally not be included in long term investments or a managed por(cid:414)olio account. While the marketable securi(cid:415)es in an account may be sold to raise cash in an emergency, the (cid:415)ming of such forced sales may adversely affect the Page 16 of 31    performance of the por(cid:414)olio, incur increased transac(cid:415)on costs, and create adverse tax consequences in taxable accounts. Tax Status – The tax status and preferences of an investor and the tax treatment applicable to an account should be considered in choosing an investment strategy. The fact-finding session requests informa(cid:415)on about the tax bracket of the investor, and the type of each investment account being opened (non- qualified, pension, IRA, etc.) Primary Investment Objec(cid:415)ve – The focus and asset mix of an investment strategy is likely to be heavily influenced by its primary objec(cid:415)ve. A por(cid:414)olio designed to produce current income may behave very differently than one targe(cid:415)ng long term growth or maximum capital apprecia(cid:415)on. o Considera(cid:415)ons for Current Income – Income can be derived from interest, dividends, capital gains, or withdrawals of principal from the por(cid:414)olio. Since dividends are generally paid quarterly, and interest rates rise and fall, the income generated by investments can vary significantly from month to month and year to year. Fixed distribu(cid:415)ons that correspond to the typical levels of income generated in a por(cid:414)olio can generate a regular monthly stream of income. Although any amount may be withdrawn from a por(cid:414)olio, high distribu(cid:415)on rates may result in the deple(cid:415)on of investment capital. o Considera(cid:415)on for Long Term Growth – One of the risks confron(cid:415)ng the a(cid:425)empt to achieve long term financial goals is the poten(cid:415)al loss of purchasing power through the effects of infla(cid:415)on. No ma(cid:425)er what else a por(cid:414)olio may do, if it fails to keep pace with infla(cid:415)on, the money in an account will buy less and less of those goals with every passing day. A por(cid:414)olio that is designed to outpace infla(cid:415)on over long periods of (cid:415)me may include investments that are more vola(cid:415)le over short periods of (cid:415)me than investments in a por(cid:414)olio designed to achieve a difference goal, such as preserva(cid:415)on of capital or producing current income. An investor a(cid:425)emp(cid:415)ng to achieve long term growth of capital should be prepared to accept some level of fluctua(cid:415)on in account value. o Considera(cid:415)ons for Maximum Capital Apprecia(cid:415)on – High levels of investment return have historically been associated with high levels of vola(cid:415)lity. The less risk an investor has been willing to accept, the less return he or she could reasonably expect. Targe(cid:415)ng a return that is higher than necessary may expose a por(cid:414)olio to unnecessary risks. Pursuing a more conserva(cid:415)ve strategy may limit a client’s return poten(cid:415)al. The appropriate strategy should consider whether the desired rate of return is reasonable given historical return experience and the investor’s tolerance for risk.   Time Horizon – The investment (cid:415)me horizon should be considered in iden(cid:415)fying an appropriate por(cid:414)olio strategy. For example, it may be suitable for clients with a short term (cid:415)me horizon to invest in securi(cid:415)es that have historically exhibited more vola(cid:415)lity over short periods of (cid:415)me. In general, we will recommend a more conserva(cid:415)ve investment strategy to clients with shorter investment (cid:415)me horizons (e.g., 4-7 years) than we would for clients with longer (cid:415)me horizons (e.g., 10 years or more). Inves(cid:415)ng Experience – The depth of prior experience inves(cid:415)ng in stocks, bonds and/or mutual funds can influence an investor’s responses to changes in future market condi(cid:415)ons. A novice investor, or one who rarely follows investment markets, may react differently than an investor with extensive experience of the behavior of investment assets under varying market and economic condi(cid:415)ons. The informa(cid:415)on collected during the fact-finding session should include both the investor’s level of prior investment experience and the degree to which the investor monitors current investment condi(cid:415)ons.  Risk Tolerance – Because investment por(cid:414)olios fluctuate in value, they can lose some or all of their value rela(cid:415)ve to the ini(cid:415)al investment amount. For some clients, even a por(cid:414)olio that has increased significantly in value since its incep(cid:415)on can create a feeling of “loss” when it experiences a down day, month, quarter Page 17 of 31  or year. Assessing the client’s aversion to this risk of loss is an important part of the por(cid:414)olio design process. Once the appropriate por(cid:414)olio design considera(cid:415)ons have been developed into an investment plan, either as part of a comprehensive financial plan or specific investment analysis, CyWealth may recommend investment management services to implement the ongoing investment management of the client’s investment assets. In cases where the client elects a third-party investment adviser to provide ongoing management assets, CyWealth s(cid:415)ll Maintains con(cid:415)nuous and regular supervision of the account, with the responsibility to select or make recommenda(cid:415)ons, based upon the needs of the client, as to specific securi(cid:415)es or other investments the account may purchase or sell and, if such recommenda(cid:415)ons are accepted by the client, CyWealth is responsible for arranging or effec(cid:415)ng the purchase or sale. To the extent these important considera(cid:415)ons are not incorporated into the design of the investment plan, the resul(cid:415)ng por(cid:414)olio may not be effec(cid:415)ve in addressing the client’s goals and circumstances. A client’s goals and/or circumstances may change over (cid:415)me, and the ini(cid:415)al investment recommenda(cid:415)ons may need to be revised periodically to reflect these changes. Investment managers selected by the client to implement some or all of an investment plan may not produce the an(cid:415)cipated results. Investments involve risk, including the possible loss of investment principal. In performing its services, CyWealth will not be required to verify any informa(cid:415)on received from the client or from the client’s other professionals and is expressly authorized to rely on the informa(cid:415)on provided. Investment Strategies when Managing Client and/or Providing Investment Advice CyWealth provides investment advice on the basis of the financial planning or investment analysis performed for the client. CyWealth may offer an analysis of securi(cid:415)es the client owns, if such analysis is within the scope of the client engagement, but it does not provide discre(cid:415)onary management of investment accounts. Investment recommenda(cid:415)ons are focused on the por(cid:414)olio alloca(cid:415)on mix, strategies, and investment types that are compa(cid:415)ble with the client’s goals and appropriate to the client’s circumstances and risk tolerance. CyWealth recommends WBI and Unaffiliated Managers to provide investment management services for the implementa(cid:415)on of specific alloca(cid:415)ons or investment strategies. Risk of Loss Clients must understand that past performance is not indica(cid:415)ve of future results. Therefore, current and prospec(cid:415)ve clients should never assume that future performance of any specific investment or investment strategy will be profitable. Inves(cid:415)ng in securi(cid:415)es (including stocks, mutual funds, and bonds) involves risk of loss. Further, depending on the different types of investments there may be varying degrees of risk. Clients and prospec(cid:415)ve clients should be prepared to bear investment loss including loss of all their original principal. Because of the inherent risk of loss associated with inves(cid:415)ng, CyWealth is unable to represent, guarantee, or even imply that our services and methods of analysis can or will predict future results, successfully iden(cid:415)fy market tops or bo(cid:425)oms, or insulate the client from losses due to market correc(cid:415)ons or declines. There are certain addi(cid:415)onal risks associated with inves(cid:415)ng in securi(cid:415)es through the WBI Management Referral Service or through unaffiliated managers in the Unaffiliated Manger Referral Service:  Counterparty Risk – Transac(cid:415)ons entered into directly with a counterparty are subject to the risk that the counterparty will fail to perform its obliga(cid:415)ons in accordance with the agreed terms and condi(cid:415)ons of the transac(cid:415)on. A counterparty may become bankrupt or otherwise fail to perform its obliga(cid:415)ons. Page 18 of 31         Currency Risk – the poten(cid:415)al risk of loss caused by fluctua(cid:415)ng foreign exchange rates when an investment has exposure to foreign currency or a security traded on local currency terms, regardless of how the security would have performance at US dollar exchange rates. Cyber Security Risk – with the increased use of technologies such as the Internet to conduct business, a por(cid:414)olio is suscep(cid:415)ble to opera(cid:415)onal, informa(cid:415)on security and related risks. In general, cyber incidents can result from deliberate a(cid:425)acks or uninten(cid:415)onal events that include but are not limited to, gaining unauthorized access to digital systems, and misappropria(cid:415)ng assets or sensi(cid:415)ve informa(cid:415)on, corrup(cid:415)ng data, or causing opera(cid:415)onal disrup(cid:415)on, including the denial-of-service a(cid:425)acks on websites. Cyber security failures or breaches by a third party service provider and the issuers of securi(cid:415)es in which the por(cid:414)olio invests, have the ability to cause disrup(cid:415)ons and impact business opera(cid:415)ons, poten(cid:415)ally resul(cid:415)ng in financial losses, the inability to transact business, viola(cid:415)ons of applicable privacy and other laws, regulatory fines, penal(cid:415)es, reputa(cid:415)onal damage, reimbursement or other compensa(cid:415)on costs, and/or addi(cid:415)onal costs, including the cost to prevent cyber incidents. Equity Market Risk – Common stocks are suscep(cid:415)ble to general stock market fluctua(cid:415)ons and vola(cid:415)le increases and decreases in value as market confidence in and percep(cid:415)ons of their issuers change. If the client held common stock, or common stock equivalents, of any given issuer, the client would generally be exposed to greater risk than if the client held preferred stocks and debt obliga(cid:415)ons of the issuer. ETF and Mutual Fund Risk – When an account invests in an ETF or mutual fund, it will bear addi(cid:415)onal expenses based on its pro rata share of the ETF’s or mutual fund’s opera(cid:415)ng expenses, including the management fees of the mutual fund or ETF, which are in addi(cid:415)on to the management fees charged by WBI. The account also will incur brokerage costs when its purchases ETFs. Addi(cid:415)onally, the account will be indirectly exposed to the risks of the strategies and por(cid:414)olio assets of the ETF or mutual fund, including but not limited to those of ETNs and equity op(cid:415)ons, deriva(cid:415)ves, currencies, indexes, leverage and replica(cid:415)on management. Exchange-Traded Note Risk – ETNs are subject to the credit risk of the issuer. The value of an ETN will vary and will be influenced by its (cid:415)me to maturity, level of supply and demand for the ETN, vola(cid:415)lity and lack of liquidity in underlying securi(cid:415)es, currency and commodi(cid:415)es markets as well as changes in the applicable interest rates, changes in the issuer’s credit ra(cid:415)ng, and economic, legal, poli(cid:415)cal, or geographic events that affect the references index. There may be restric(cid:415)ons on an account’s right to redeem its investment in an ETN, which is meant to be held un(cid:415)l maturity. The decision to sell ETN holdings may be limited by the availability of a secondary market. Fixed Income Securi(cid:415)es Risk – Interest rates may go up resul(cid:415)ng in a decrease in the value of the fixed income securi(cid:415)es held by an account. Credit Risk is the risk that an issuer will not make (cid:415)mely payments of principal and interest. There is also the risk that an issuer may “call,” or repay, its high yielding bonds before their maturity dates. Fixed income securi(cid:415)es subject to prepayment can offer less poten(cid:415)al for gains during a declining interest rate environment and similar or greater poten(cid:415)al for loss in a rising interest rate environment. Limited trading opportuni(cid:415)es for certain fixed income securi(cid:415)es may make it more difficult to sell or buy a security at favorable price or (cid:415)me. Foreign and Emerging Market Securi(cid:415)es Risk – Foreign investments may carry risks associates with inves(cid:415)ng outside the United States, such as current fluctua(cid:415)on, economic or financial instability, lack of (cid:415)mely or reliable financial informa(cid:415)on or unfavorable poli(cid:415)cal or legal developments. Those risks are increased for investments in emerging markets. Foreign securi(cid:415)es can be more vola(cid:415)le than domes(cid:415)c (U.S.) securi(cid:415)es. Securi(cid:415)es markets of other countries are generally smaller than U.S. securi(cid:415)es markets. Many foreign securi(cid:415)es may also be less liquid than U.S. securi(cid:415)es, which could affect the investments. Page 19 of 31      High-Yield Securi(cid:415)es Risk – Fixed income securi(cid:415)es receiving below investment grade ra(cid:415)ngs (i.e., “junk bonds”) may have specula(cid:415)ve characteris(cid:415)cs, and compared to high-grade securi(cid:415)es, may have a weakened capacity to make principal and interest payments given economic condi(cid:415)ons or other circumstances. High-yield, high risk, and lower-rated securi(cid:415)es are subject to addi(cid:415)onal risk factors, such as increased possibility of default, decreased liquidity, and fluctua(cid:415)ons in value due to public percep(cid:415)on of the issuer of such securi(cid:415)es. These bonds are almost always uncollateralized and subordinate to other debt that an issuer may have outstanding. In addi(cid:415)on, both individual high-yield securi(cid:415)es and the en(cid:415)re high-yield bond market can experience sharp price swings due to a variety of factors, including changes in economic forecasts, stock market ac(cid:415)vity, large, sustained sales by major investors, or a higher profile default. Investments in Pooled Vehicles – WBI may recommend that clients invest in pooled investment vehicles, including mutual funds, ETFs, and private funds. WBI may also recommend that clients u(cid:415)lize the services of WBI or another investment manager that invests in such products. Investors in pooled investment vehicles will be subject to the applicable fees and expenses of these vehicles, including opera(cid:415)ng costs, brokerage costs, mutual fund sales and loads of 12b-1 fees, and management and incen(cid:415)ve fees, which are in addi(cid:415)on to any fees paid to CyWealth. Clients will also incur brokerage costs when purchasing ETFs. The risk of owning an interest in a pooled investment vehicle generally reflects the risks of owning the underlying securi(cid:415)es in which the vehicle is invested. Addi(cid:415)onally, interest in private funds may be highly illiquid, and will not be appropriate for investors who may have a short-term need for liquidity. Pooled investment vehicles are not managed based on the client’s individual vehicle, including the investment strategy and applicable risks, fees, and expenses are described in the vehicle’s offering documents (e.g., prospectus or offering memorandum), and clients are encouraged to read and understanding these documents prior to making an investment in a pooled investment vehicle. Investment Style Risk – Investments in dividend-paying common stocks may cause the value of an account to underperform accounts that do not limit their investments to dividend-paying common stocks during periods when dividend-paying stocks underperform other types of stocks. In addi(cid:415)on, if stocks held in an account reduce or stop paying dividends, the account’s ability to generate income may be affected. Liquidity Risk – Liquidity risk exists when par(cid:415)cular investments are difficult to purchase or sell (e.g., not publicly traded and/or no market is currently available or may become less liquid in response to market developments). This can reduce a por(cid:414)olio’s returns because the por(cid:414)olio may be unable to transact at advantageous (cid:415)mes or prices. Investments that are illiquid or that trade in lower volumes may be more difficult to value.  Market Risk – Either the stock market as a whole, or the value of an individual company, goes down resul(cid:415)ng in a decrease in the value of an investment.  Master Limited Partnership Risk – Inves(cid:415)ng in Master Limited Partnerships (“MLPs”) entails risk including fluctua(cid:415)ons in energy prices, decreases in supply of or demand for energy commodi(cid:415)es and various other risks.  New Fund Risk – Clients accessing a WBI separately managed account that u(cid:415)lizes the WBI’s Affiliated ETFs through the tax-Smart SMA Program should be aware that the Affiliated ETFs have incep(cid:415)on dates beginning August 2014. There can be no assurance that any of the Affiliated ETFs will con(cid:415)nue to grow or maintain an economically viable size, in which case the Board may determine to liquidate one or more of the Affiliated ETFs.  Opera(cid:415)onal Risk – Op(cid:415)ons on securi(cid:415)es may be subject to greater fluctua(cid:415)ons in value than an investment in the underlying securi(cid:415)es, Purchasing and wri(cid:415)ng put and call op(cid:415)ons are highly specialized ac(cid:415)vi(cid:415)es and entail greater than ordinary investment risks. Page 20 of 31     Op(cid:415)ons Risk – Op(cid:415)ons on securi(cid:415)es may be subject to greater fluctua(cid:415)ons in value than an investment in the underlying securi(cid:415)es. Purchasing and wri(cid:415)ng put and call op(cid:415)ons are highly specialized ac(cid:415)vi(cid:415)es and entail greater than ordinary investment risks. Small and Medium Companies Risk – Inves(cid:415)ng in securi(cid:415)es of small and medium capitaliza(cid:415)on companies may involve greater vola(cid:415)lity than inves(cid:415)ng in larger and more established companies because small and medium capitaliza(cid:415)on companies can be subject to more abrupt or erra(cid:415)c share price changes than larger, more established companies. Passive Investment Risk – Passive or Index ETFs are not ac(cid:415)vely managed and the investment adviser to such ETFs will not a(cid:425)empt to take defensive posi(cid:415)ons in declining markets. Unlike many investment companies, Passive or Index ETFs do not u(cid:415)lize an inves(cid:415)ng strategy that seeks returns in excess of its underlying index. Therefore, it would not necessarily buy or sell a security unless that security is added or removed, respec(cid:415)vely, from the underlying index, even if that security generally is underperforming. If a specific security is removed from the underlying index, the Index ETF may be forced to sell such security at an inopportune (cid:415)me or for a price other than the security’s current market value. It is an(cid:415)cipated that the value of Index ETF shares will decline, more or less, in correspondence with any decline in value of the underlying index. The underlying index may not contain the appropriate mix of securi(cid:415)es for any par(cid:415)cular economic cycle, and the (cid:415)ming of movements from one type of security to another in seeking to track the underlying index could have a nega(cid:415)ve effect on the Index ETF. Unlike an ac(cid:415)vely managed fund, an Index ETF does not use techniques or defensive strategies designed to lessen the effects of market vola(cid:415)lity or to reduce the impact of periods of market decline. Maintaining investments in securi(cid:415)es regardless of market condi(cid:415)ons or the performance of individual securi(cid:415)es could cause the Index ETF’s return to be lower than if the ETF employed an ac(cid:415)ve strategy.  Quan(cid:415)ta(cid:415)ve Model Risk – When execu(cid:415)ng an investment strategy using various proprietary quan(cid:415)ta(cid:415)ve or investment models, securi(cid:415)es or other financial instruments selected may perform differently than expected, or from the market as a whole, as a result of a model’s component factors, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construc(cid:415)on, implementa(cid:415)on and maintenance of the models (e.g., data problems, so(cid:332)ware issues, etc.). There can be no assurance that a model will achieve its objec(cid:415)ve.  Vola(cid:415)lity Risk – The prices of a por(cid:414)olio’s investments can be highly vola(cid:415)le. Price movements of assets are influenced by, among other things, interest rates, general economic condi(cid:415)ons, the condi(cid:415)ons of the financial markets, developments or trends in any par(cid:415)cular industry, the financial condi(cid:415)on of the issuers of such assets, changing supply and demand rela(cid:415)onships, programs and policies of governments, and na(cid:415)onal and interna(cid:415)onal poli(cid:415)cal and economic events and policies. Item 9 – Disciplinary Informa(cid:415)on Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to the client’s evalua(cid:415)on of CyWealth or the integrity of CyWealth’s management. CyWealth has no informa(cid:415)on applicable to this Item. Page 21 of 31  Item 10 – Other Financial Industry Ac(cid:415)vi(cid:415)es and Affilia(cid:415)ons The principal execu(cid:415)ve officers of CyWealth are engaged in ac(cid:415)vi(cid:415)es other than the services provided by CyWealth. The principal execu(cid:415)ve officers are also principal execu(cid:415)ve officers and Investment Commi(cid:425)ee Members of WBI. Affilia(cid:415)on with WBI Investments, LLC As previously disclosed, CyWealth is under common ownership and control with WBI, and affiliated investment adviser. CyWealth clients that are in need of investment management services are generally referred to WBI. Please see Item 5 of this Brochure for a detailed descrip(cid:415)on of CyWealth’s Unaffiliated Manager Referral Service. A conflict of interest exists between CyWealth and its clients when CyWealth refers client to WBI and not to other investment advisor firms offering similar services. CyWealth refers clients to WBI as a result of the affilia(cid:415)on between the two firms. There may be other third-party managed programs that may be suitable to the client that may be more or less costly than those offered by WBI and CyWealth may also refer its clients to unaffiliated third-party money managers. Non-Advisory Services Offered by CyWealth Associated Persons The principal execu(cid:415)ve officers of CyWealth are engaged in ac(cid:415)vi(cid:415)es other than the services provided by CyWealth. Certain principal execu(cid:415)ve officers of CyWealth also serve as officers and directors of the Affiliated ETFs, as well as other affiliated and unaffiliated companies. Certain supervised persons of CyWealth are also engaged in the design and promo(cid:415)on of products offered by CyborgTech LLC, VPro So(cid:332)ware LLC, and Advisor Toolbox LLC. CyborgTech LLC, VPro So(cid:332)ware LLC and Advisor Toolbox LLC and all FinTech en(cid:415)(cid:415)es that develop so(cid:332)ware related to the investment advisor industry. Insurance Services CyWealth is licensed as an insurance agency. As such, CyWealth’s investment adviser representa(cid:415)ves, in their individual capaci(cid:415)es as insurance agents of CyWealth, may recommend, on a fully disclosed basis, the purchase of insurance products and receive commissions on such products. CyWealth’s investment adviser representa(cid:415)ves devote less than ten percent (10%) of their (cid:415)me to life insurance commission business. Affiliated En(cid:415)ty – Millington Securi(cid:415)es LLC CyWealth has a related company, Millington, that is a registered investment adviser. Some of the officers and associated persons of CyWealth also serve as officers and perform func(cid:415)ons for Millington. Item 11 – Code of Ethics, Par(cid:415)cipa(cid:415)on or Interest in Client Transac(cid:415)ons and Personal Trading Par(cid:415)cipa(cid:415)on or Interest in Client Transac(cid:415)ons When appropriate and in accordance with applicable law, CyWealth’s affiliate, WBI, may invest client assets in Affiliated ETFs in the WBI Tax-Smart SMA Program. CyWealth and WBI will have inherent conflict of interest in inves(cid:415)ng in or recommending the Affiliated ETFs. Code of Ethics Rule 204A-1 under the Advisers Act requires all investment advisers to establish, maintain and enforce a Code of Ethics. Because certain of CyWealth’s employees are also employees of WBI and a significant number of CyWealth Page 22 of 31  clients are also investment management clients of WBI, CyWealth and WBI have established a join Code of Ethics (the “Code”) that applies to all of CyWealth’s and WBI’s Supervised Persons (as defined in the Code). An investment adviser’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all (cid:415)mes. CyWealth and WBI, (together, the “Firm”) have a fiduciary duty to all clients. This fiduciary duty is considered the core underlying principle for the Code which also covers its Insider Trading and Personal Securi(cid:415)es Transac(cid:415)ons Policies and Procedures (as detailed below under the “Personal trading Policy”). The firm requires all of its Supervised Persons to conduct business with the highest level of ethical standards and to comply with all federal and state securi(cid:415)es laws at all (cid:415)mes. Upon employment or affilia(cid:415)on and at least annually therea(cid:332)er, all Supervised persons will sign an acknowledgement that they have read, understand and agree to comply with the Code. The Firm has the responsibility to make sure that the interests of all clients are placed ahead pf the Firm’s or its Supervised Person’s own interests. Full disclosure of all material facts and poten(cid:415)al conflicts of interest will be provided to clients prior to any services being conducted. The Firm and its Supervised Persons must conduct business in an honest, ethical and fair manner and avoid all circumstances that might nega(cid:415)vely affect or appear to affect the Firm’s duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of the Code. However, if a client or a poten(cid:415)al client wishes to review the Code in its en(cid:415)rety, a copy will be provided promptly upon request. Personal Trading Policy The Personal trading Policy in the Firm’s Code of Ethics contains provisions regarding employee personal trading and repor(cid:415)ng requirements that are designed to address poten(cid:415)al conflicts of interest that might interfere or appear to interfere with making decisions in the best interest of WBI clients. Any employee or Supervised Person of WBI who fails to observe the personal securi(cid:415)es transac(cid:415)on preclearance requirements described in the Firm’s Personal Trading Policy may be subject to remedial ac(cid:415)on, unless their trade ac(cid:415)vity was made pursuant to the delineated pre-clearance excep(cid:415)ons listed in the Policy. WBI will determine on a case-by-case basis what remedial ac(cid:415)on should be taken in response to any viola(cid:415)on. This may include requiring the employee to void or reverse a trade, the cost of which may be borne by the employee or owner of the account or limi(cid:415)ng an employee’s personal trading for some period of (cid:415)me. Gi(cid:332)s and Entertainment The Code’s Entertainment Policies and Procedures place strict limits on the receipt and provision of gi(cid:332)s, travel, and entertainment by Firm personnel. Occasionally, personnel par(cid:415)cipate in entertainment opportuni(cid:415)es related to legi(cid:415)mate business purposes, subject to the requirements and limita(cid:415)ons set forth in the Code’s Gi(cid:332)s and Entertainment Policies and Procedures. Such requirements and limita(cid:415)ons are intended to ensure that employees avoid actual or poten(cid:415)al conflicts of interest between their personal interests and those of the Firm and its clients. Poli(cid:415)cal Contribu(cid:415)ons Employees are not permi(cid:425)ed to make or solicit poli(cid:415)cal contribu(cid:415)ons for the purpose of obtaining or retaining business with government en(cid:415)(cid:415)es. Employees, on their own behalf and on behalf of their spouse and any person with whom employee has a direct or indirect beneficial ownership or personal financial interest are required to obtain approval from the Firm before making a personal poli(cid:415)cal contribu(cid:415)on to any federal, state, local or U.S. territorial candidate, official, party or organiza(cid:415)on. Such personal contribu(cid:415)ons may support poli(cid:415)cal candidates or officials who share the Firm’s views related to its business interests, but it is a viola(cid:415)on of the Firm’s policy for any employee to require another employee to contribute to, support, or oppose any poli(cid:415)cal group or candidate. Page 23 of 31  Other Poten(cid:415)al Conflicts of Interest Because CyWealth and WBI are under common ownership, CyWealth is an affiliated introducing advisor of WBI. As a result of this referral arrangement, CyWealth is paid a por(cid:415)on of the fee charged and collected by WBI in the form of introducing advisor and consul(cid:415)ng fees. As described above, CyWealth has a conflict of interest when referring clients to third-party investment advisors that have agreed to pay a referral fee to CyWealth. CyWealth and WBI are also under common ownership, meaning certain of the owners of CyWealth also have an ownership interest in WBI. This created an addi(cid:415)onal conflict of interest because the common owners of CyWealth and WBI will also benefit from fees paid to WBI and, as a result, are incen(cid:415)vized to refer CyWealth clients to WBI. CyWealth seeks to mi(cid:415)gate this conflict by referring clients to WBI only when such referral is consistent with the clients’ investment objec(cid:415)ves. Clients are advised that CyWealth has a conflict of interest when recommending the third-party investment advisor services to its affiliated en(cid:415)ty, WBI. WBI also acts as the investment adviser or sub-adviser to a registered investment company, including ETFs. If CyWealth determined it is consistent with its clints’ investment objec(cid:415)ves, CyWealth will recommend that clients purchase shares of the investment company managed by WBI. CyWealth has certain conflicts of interest when recommending these products to clients. These conflicts, and the ways in which CyWealth seeks to mi(cid:415)gate them, are more fully described above in Item 4 Advisory Business. From (cid:415)me to (cid:415)me, Firm personnel may come into possession of material, nonpublic informa(cid:415)on (”MNPI”) which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under the applicable law, personnel are prohibited from improperly disclosing or using such informa(cid:415)on for their personal benefit or for the benefit of any other person, regardless of whether that person is a client. Accordingly, should personnel come into possession of MNPI with respect to an issuer, the Firm may be prohibited from communica(cid:415)ng such informa(cid:415)on to, or using such informa(cid:415)on for the benefit of, clients, which could limit the ability of clients to buy, sell or hold certain investments, the Firm shall have no obliga(cid:415)on or responsibility to disclosure such informa(cid:415)on to, or use such informa(cid:415)on for the benefit of, any person (including clients). The Firm has implemented procedures that prohibit the misuse of such informa(cid:415)on (e.g., illegal securi(cid:415)es trading based on the informa(cid:415)on). Similarly, no employee who is aware of MNPI which related to any other company or en(cid:415)ty in circumstances in which such person is deemed to be an insider or is otherwise subject to restric(cid:415)ons under federal securi(cid:415)es laws may buy and sell securi(cid:415)es of that company or otherwise take advantage of, or pass on to others, such MNPI. Item 12 – Brokerage Prac(cid:415)ces Financial planning clients wishing to implement the advice provided by CyWealth are free to select any broker- dealer or investment advisor they wish, and they are informed of this op(cid:415)on. For clients that wish to have CyWealth’s affiliated investment advisor, WBI, implement investment advice, a WBI managed account will be established through a broker-dealer chosen from among the WBI accepted na(cid:415)onally recognized broker-dealers. CyWealth also uses some of the same brokerage pla(cid:414)orms accepted by WBI. The primary factor in WBI or CyWealth sugges(cid:415)ng a broker-dealer is that the services of the broker-dealer are provided in a cost-effec(cid:415)ve manner. When WBI manages client assets it is responsible to ensure that the client received the best execu(cid:415)on possible. Best execu(cid:415)on of client transac(cid:415)ons is an obliga(cid:415)on WBI takes seriously and is an important factor in the decision of sugges(cid:415)ng a broker-dealer. While quality of execu(cid:415)on at the best price is an important determinant, best execu(cid:415)on does not necessarily mean lowest price and it is not the sole considera(cid:415)on. The trading process of any broker-dealer suggested by WBI and CyWealth must be efficient, Page 24 of 31  seamless, and straight-forward. Overall custodial support services, trade correc(cid:415)on services, and statement prepara(cid:415)on are some of the other factors considered when sugges(cid:415)ng a broker-dealer. CyWealth will generally require the clients it refers to WBI for investment management to establish brokerage accounts with the Schwab Ins(cid:415)tu(cid:415)onal division of Charles Schwab & Co., Inc. (Charles Schwab), Pershing Advisor Solu(cid:415)ons, LLC (Pershing), each registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. CyWealth and WBI are independently owned and operated and not affiliated with Charles Schwab or Pershing. Charles Schwab and Pershing provide CyWealth and WBI with access to ins(cid:415)tu(cid:415)onal trading and custody services which are typically not available to retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor’s client’s Assets is maintained in accounts at the broker-dealer and is not otherwise con(cid:415)ngent upon CyWealth or WBI commi(cid:427)ng to any specific amount of business (assets in custody or trading). Charles Schwab’s and Pershing’s services include brokerage, custody, research and access to mutual funds and other investments that are otherwise generally available only to ins(cid:415)tu(cid:415)onal investors or which would require a significantly higher minimum ini(cid:415)al investment. Both Charles Schwab and Pershing make available to CyWealth and WBI other products and services that benefit CyWealth and WBI but may not directly benefit their clients’ accounts. Some of these other products and services assist CyWealth and WBI in managing and/or administering clients’ accounts. These include so(cid:332)ware and other technology that provide access to client account data (such as trade confirma(cid:415)on and account statements); facilitate trade execu(cid:415)on (and alloca(cid:415)on of aggregated trade orders for mul(cid:415)ple client accounts); provide research, pricing informa(cid:415)on and other market data; facilitate payment of CyWealth and/or WBI fees from clients’ accounts; and assist with back-office func(cid:415)ons; recordkeeping and client repor(cid:415)ng. While clients may not appear to receive a direct benefit from these services, many of these services are used for all or a substan(cid:415)al number of CyWealth and WBI customers’ accounts. Charles Schwab and Pershing also make available to CyWealth and WBI other services intended to help CyWealth and WBI manage and further develop their business enterprises. These services may include consul(cid:415)ng publica(cid:415)ons and conferences on prac(cid:415)ce management, informa(cid:415)on technology, business succession, regulatory compliance and marke(cid:415)ng. In addi(cid:415)on, Charles Schwab and Pershing may make available, arrange and/or pay for these types of services rendered to CyWealth and WBI by an independent third party providing these services to CyWealth and WBI. As fiduciaries, CyWealth and WBI endeavor to act in their clients’ best interests. However, WBI’s general requirement that clients maintain their managed accounts at an acceptable broker-dealer, which would include Charles Schwab and/or Pershing, may be based in part on the benefit to CyWealth and WBI of the availability of some of the foregoing services provided by Charles Schwab or Pershing, which may create a poten(cid:415)al conflict of interest between CyWealth, WBI and the client. While clients are generally required to use the services of a suggested broker-dealer for WBI managed accounts, a client may be allowed to direct WBI to use a qualified custodian selected by the client upon the acceptance and prior authoriza(cid:415)on of WBI. When a client directs WBI to use a par(cid:415)cular qualified custodian, WBI may not be able to obtain the best prices and execu(cid:415)on for the transac(cid:415)on. Clients who direct WBI to use a par(cid:415)cular qualified custodian may receive less favorable prices than would otherwise be the case if clients had not designated a par(cid:415)cular qualified custodian. Page 25 of 31  Item 13 – Review of Accounts While offering its con(cid:415)nuous and regular investment management supervisory and consul(cid:415)ng services, CyWealth performs frequent ongoing reviews of all client accounts. Comprehensive Financial Planning generally includes the assistance with plan implementa(cid:415)on, including reviewing recommenda(cid:415)ons and proposed strategies with the client and the client’s other advisors (a(cid:425)orney, accountant, etc.) Ongoing Wealth Management and Financial Administra(cid:415)on will include a review of planning issues as o(cid:332)en as monthly to more frequently as needed. Regular investment reviews are conducted for clients referred to WBI’s investment management services and/or unaffiliated investment managers in the Unaffiliated Manager Referral Program. The type and frequency of investment reviews is determined by the amount of assets under management, but all accounts are con(cid:415)nuously and regularly supervised by CyWealth to determine any recommenda(cid:415)ons for investments the account may purchase or sell based on the needs of the client. The type of regular reports the clients will receive include account statements and transac(cid:415)on confirma(cid:415)on no(cid:415)ces at least quarterly from the qualified custodian at which their WBI or CyWealth Unaffiliated Manager Referral Service accounts or maintained. In addi(cid:415)on, quarterly performance reports are available from WBI for clients with Separately Managed Accounts or Sponsored Investment Pla(cid:414)orm Accounts (where reports are included as a pla(cid:414)orm feature and not otherwise prohibited by the custodian). CyWealth may also be engaged to provide annual tax repor(cid:415)ng for current clients of managed accounts. It is important for clients to review all account statements received directly from the custodian. Further, clients are urged to compare posi(cid:415)on and performance reports provided by CyWealth or WBI against the account statements received directly from the custodian. If at any (cid:415)me a client does not receive the most recent account statement(s) or does not have access to the account statements, the client should contact CyWealth immediately. Item14 – Client Referrals and Other Compensa(cid:415)on CyWealth does not directly or indirectly compensate anyone for client referrals. Item 15 – Custody Account Statements CyWealth is not a broker-dealer and does not take possession of client assets. CyWealth client assets are housed at qualified custodians, typically na(cid:415)onally recognized brokerage firms. Depending on the services selected, CyWealth may have limited power of a(cid:425)orney to place trades on the client’s behalf. CyWealth has established procedures to ensure all client funds and securi(cid:415)es are held at a qualified custodian in a separate account for each client under that client’s name. An independent representa(cid:415)ve of the client will direct, in wri(cid:415)ng, the establishment of all accounts and therefore are aware of the qualified custodian’s name, address and the manner in which the funds or securi(cid:415)es are maintained. Finally, account statements are delivered directly from the qualified account custodian to each client, or the client’s independent representa(cid:415)ve, at least quarterly. Clients should carefully review those statements and are urged to compare the statements against reports received from CyWealth. When clients have ques(cid:415)ons about their account statements, they should contact CyWealth or the qualified custodian preparing the statement. Page 26 of 31  Debit of Fees CyWealth is deemed to have custody of client funds and securi(cid:415)es because CyWealth is given the authority to have fees deducted directly from client accounts. CyWealth has policies and procedures in place to ensure fees are calculated correctly in accordance with the clients’ agreed upon rates. Please refer to Sec(cid:415)on 5 – Fees and Compensa(cid:415)on of this Brochure for more informa(cid:415)on. Item 16 – Investment Discre(cid:415)on Clients have complete discre(cid:415)on when determining which, if any, of the recommenda(cid:415)ons made by CyWealth to implement, including whether to engage third-party investment managers. CyWealth does not exercise investment discre(cid:415)on over any client account. As discussed earlier, certain clients may have Courtesy Accounts. The client will grant trading authority to CyWealth on these accounts on a non-discre(cid:415)onary basis for the client’s convenience in facilita(cid:415)ng transac(cid:415)ons in these accounts. Item 17 – Vo(cid:415)ng Client Securi(cid:415)es CyWealth does not have the authority to vote proxies on behalf of client accounts. Clients are responsible for: (1) direc(cid:415)ng the manner in which proxies solicited by issuers of securi(cid:415)es beneficially owned by a client will be voted, and (2) making all elec(cid:415)ons rela(cid:415)ve to any mergers, acquisi(cid:415)ons, tender offers, bankruptcy proceedings or other type events pertaining to assets held within client accounts. CyWealth will instruct the Custodian to forward copies of all proxies and shareholder communica(cid:415)ons rela(cid:415)ng to client accounts to the client, unless the client elects to opt out of receiving these documents. WBI and unaffiliated investment managers in the CyWealth Unaffiliated Manager Referral Program may vote proxies on accounts under their management. Refer to each manager’s disclosure brochure for details of its proxy vo(cid:415)ng policy. Legal Ac(cid:415)ons Clients retaining the right to ini(cid:415)ate individually a lawsuit or join a class-ac(cid:415)on lawsuit again the issuer of a security that was held, purchased or sold by or for a client. CyWealth will not ini(cid:415)ate such a legal proceeding on behalf of any of its clients and does not provide legal advice to clients regarding poten(cid:415)al causes of ac(cid:415)on against such a security issuer and whether its clients should join a class-ac(cid:415)on lawsuit. CyWealth recommends clients seek legal counsel prior to making a decision regarding whether to par(cid:415)cipate in such a class-ac(cid:415)on lawsuit. CyWealth’s services do not include monitoring or informing its clients of any poten(cid:415)al or actual class-ac(cid:415)on lawsuits against the issuers of the securi(cid:415)es that were held, purchase or sold by or for any of its clients. However, upon a client’s specific instruc(cid:415)on, CyWealth may provide factual informa(cid:415)on related to the individual client’s investment history in the security underlying the individual or class-ac(cid:415)on lawsuit. At no (cid:415)me should such assistance by CyWealth be deemed as a subs(cid:415)tute for consul(cid:415)ng with legal counsel. Page 27 of 31  Item 18 – Financial Informa(cid:415)on Registered investment advisers are required in this Item to provide details of certain financial informa(cid:415)on or disclosures about CyWealth’s financial condi(cid:415)on. CyWealth has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to client and has not been the subject of a bankruptcy proceeding. Page 28 of 31  Item 1 – Cover Page From ADV Part 2B: Brochure Supplement CyborgWealth, LLC One River Centre 331 Newman Springs Road Suite 105 Red Bank, New Jersey 07701 (732) 842-4920 May 30, 2025 Supervised Persons: Don Schreiber, Jr. and Ma(cid:425)hew Schreiber This Brochure Supplement provides informa(cid:415)on about Don Schreiber, Jr. and Ma(cid:425)hew Schreiber that supplements the CyborgWealth LLC (“CyWealth”) Brochure. Clients or prospec(cid:415)ve clients should have received a copy of the Broshure. Please call us at (732) 842-4920 or email info@cyborgwealth.com if you did not receive CyWealth’s Brochure or if you have any ques(cid:415)ons about the contents of this supplement. Addi(cid:415)onal informa(cid:415)on about Don Schreiber, Jr. and Ma(cid:425)hew Schreiber is available on the SEC’s website at www.adviserinfo.sec.gov. Page 29 of 31  Item 2 – Educa(cid:415)onal Background and Business Experience Don Schreiber, Jr. Don Schreiber, Jr. was born on May 24, 1955. He a(cid:425)ained a Bachelor of Science from Susquehanna University upon his gradua(cid:415)on in 1977. Don founded WBI Investments LLC (formerly known as Wealth Builders, Inc. and later WBI Investments, Inc.) in 1984 and has served as the firm’s CEO ever since. Don currently serves as Co-Por(cid:414)olio Manager of WBI. Don has been CEO of Millington Securi(cid:415)es, LLC. (“Millington”) since 2013. Don has been Managing Partner of CyborgWealth since its incep(cid:415)on as Hartshorne Group, LLC in 2010. Don was a registered representa(cid:415)ve of Mul(cid:415)-Financial Securi(cid:415)es Corpora(cid:415)on from 2004-2005.Don was a registered representa(cid:415)ve of Quasar for the purpose of engaging in distribu(cid:415)on services for the WBI Funds in 2010- 2011.From April 2011 through July 2014 Don served as a registered representa(cid:415)ve of Raymond C. Forbes & Co., Inc. Don was a registered representa(cid:415)ve of Millington from 2014 through 2021. Don has been Chief Execu(cid:415)ve Officer of Millington since November 2013. Ma(cid:425)hew Schreiber Ma(cid:425)hew Schreiber was born on July 25, 1980. Ma(cid:425)hew received a Bachelor of Arts in History and a Master of Educa(cid:415)on from the University of South Carolina. He was a le(cid:425)erman of the Gamecock track and field team and recipient of the Southeastern Conference All-Academic Award. Ma(cid:425)hew holds his Series 65 (Investment adviser Representa(cid:415)ve) license. Ma(cid:425)hew currently serves as Co-CEO, Chief Investment Strategist, and Co-Chief Investment Officer of WBI. Ma(cid:425)hew joined the firm in 2005 and served as Vice President of Business Development from 2007 to 2012. He is a principal of CyborgWealth. Item 3 – Disciplinary Informa(cid:415)on Registered investment advisers are required to disclose all material facts regarding certain legal or disciplinary events that would be material to the evalua(cid:415)on of each supervised person providing investment advice. Don Schreiber, Jr. No events have occurred that are applicable to this item pertaining to Don Schreiber, Jr. Ma(cid:425)hew Schreiber No events have occurred that are applicable to this item pertaining to Ma(cid:425)hew Schreiber. Item 4 – Other Business Ac(cid:415)vi(cid:415)es Don Schreiber, Jr. Don serves as an Interested Trustee on the Board of the Absolute Shares Trust. Page 30 of 31  Don is also the author of Building a World-Class Financial Services Business: How to Transform Your Sales Prac(cid:415)ce into a Business Worth Millions which he ac(cid:415)vely markets in connec(cid:415)on with the strategic business planning services provided by WBI. Topics discussed as part of the WBI strategic business planning program include, but are not limited to: building a business, marke(cid:415)ng, ins(cid:415)tu(cid:415)onalizing a business, technology considera(cid:415)ons, staffing and employee reten(cid:415)on, succession and exit planning, valuing a prac(cid:415)ce, and developing a wri(cid:425)en sales process. Typically, these services are provided to investment advisers and broker-dealers that refer clients to WBI’s investment management services. A fixed fee may be charged for these non-advisory services; however, WBI retains the discre(cid:415)on to waive or reduce its fee for strategic business planning. Don is also co-author of All About Dividend Inves(cid:415)ng: The Easy Way to Get Started. In connec(cid:415)on with ac(cid:415)vely marke(cid:415)ng the sale of this book, Don makes public and private appearances. Such appearances are also focused on the advisory services provided by WBI. WBI may charge a fee for Don’s public or private appearances. Don is also the owner of CyborgTech, LLC, VPro So(cid:332)ware, LLC, and Advisor Toolbox, LLC, (collec(cid:415)vely, the “FinTech En(cid:415)(cid:415)es”) all Delaware Limited Liability Companies established to develop and service technology, poten(cid:415)ally genera(cid:415)ng licensing or related revenue. The FinTech En(cid:415)(cid:415)es provide certain technology services to WBI. Don, through an affiliated en(cid:415)ty, is the principal owner of Millington. Ma(cid:425)hew Schreiber Ma(cid:425)hew serves as an Interested Trustee on the Board of the Absolute Shares Trust. Ma(cid:425)hew is also CEO of the FinTech En(cid:415)(cid:415)es which were established to develop and service technology, poten(cid:415)ally genera(cid:415)ng licensing or related revenue. The FinTech En(cid:415)(cid:415)es provide certain technology services to WBI. Item 5- Addi(cid:415)onal Compensa(cid:415)on Don Schreiber, Jr. As majority owner of WBI HoldCo Inc, which indirectly owns WBI, Millington and the FinTech En(cid:415)(cid:415)es, Don may share in the profits of the firms in propor(cid:415)on to his ownership interest. Ma(cid:425)hew Schreiber As a minority owner of WBI HoldCo Inc, which indirectly owns WBI, Millington and the FinTech En(cid:415)(cid:415)es, Ma(cid:425)hew may share in the profits of the firms in propor(cid:415)on to his ownership interest. Item 6 - Supervision Don Schreiber, Jr. Don’s compliance related ac(cid:415)vi(cid:415)es are supervised by Ann Schreiber in her capacity as a Compliance Officer. Ms. Schreiber can be contacted at: 732-842-4920 or via email at aschreiber@wbiinvestments.com. Ma(cid:425)hew Schreiber Ma(cid:425) is supervised by Don Schreiber, Jr., CCO of WBI. Don can be contacted at: 732-842-4920 or via email at dschreiber@wbiinvestments.com Page 31 of 31