LAUREL WEALTH ADVISORS, LLC

O R M A R T Item 1 Cover Page DISCLOSURE B R O C H U R E ADV P F 2 A Laurel Wealth Advisors, LLC Office Address: 1355 Greenwood Cliff, Ste. 301 Tel: Charlotte, NC 28204 (704) 927-4379 Fax: (704) 705-1558 Email: jjones@laurelwealth.com July 16, 2025 This brochure provides information about the qualifications and business practices of Laurel Wealth Advisors, LLC. Being registered as an investment adviser does not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact us at (704)927-4379. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. ADDITIONAL INFORMATION ABOUT LAUREL WEALTH ADVISORS, LLC (CRD #118469 IS AVAILABLE ON THE SEC’S WEBSITE AT WWW.ADVISERINFO.SEC.GOV Laurel Wealth Advisors, LLC 1355 Greenwood Cliff Ste. 301, Charlotte, NC 28204 Phone:  Item 2: Material Changes Annual Update The Material Changes section of this brochure will be updated annually or when material changes occur since the previous release of the Firm Brochure. Material Changes since the Last Update • This update is in accordance with the required annual update for Investment Advisors. Since the last filing in March 2025, the following material changes have occurred: • Nancy Johnson Jones, CSCP is the Chief Compliance Officer of Laurel Wealth Advisors (LWA) effective June 18, 2025. Updates were made throughout Form ADV as appropriate. • Item 4 updated to reflect assets under management as of year-end. • Items 4 & 5 updated to change financial planning services fees. • Item 15 Custody: Details added about associated individuals of LWA serving as trustee to certain advisory accounts. This does impute custody to LWA for these specific accounts and will require a surprise custody examination each year. Additional Information regarding IRA Rollover Considerations has been added at the end of this brochure. Full Brochure Available This Firm Brochure being delivered is the complete brochure for the Firm. Laurel Wealth Advisors, LLC 1355 Greenwood Cliff Ste. 301, Charlotte, NC 28204 Phone: (704) 927-4379 * Fax: (704) 705-1558  Item 3: Table of Contents Item 2: Material Changes ........................................................................................................................... 2 Form ADV – Part 2A – Firm Brochure Annual Update ........................................................................................................................................................ 2 Material Changes since the Last Update ....................................................................................................... 2 Item 3: Table of Contents ........................................................................................................................... 3 Full Brochure Available ...................................................................................................................................... 2 Item 4: Advisory Business ......................................................................................................................... 6 Firm Description ................................................................................................................................................... 6 Types of Advisory Services ................................................................................................................................ 6 Client Tailored Services and Client Imposed Restrictions ..................................................................... 6 Wrap Fee Programs ............................................................................................................................................. 7 Item 5: Fees and Compensation ............................................................................................................... 7 Client Assets Under Management ................................................................................................................... 7 Method of Compensation and Fee Schedule ............................................................................................... 7 Client Payment of Fees ........................................................................................................................................ 8 Additional Client Fees Charged ........................................................................................................................ 8 Prepayment of Client Fees ................................................................................................................................. 8 Item 6: Performance-Based Fees and Side-by-Side Management ................................................ 8 External Compensation for the Sale of Securities to Clients ................................................................. 8 Item 7: Types of Clients .............................................................................................................................. 9 Sharing of Capital Gains ...................................................................................................................................... 8 Description .............................................................................................................................................................. 9 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ........................................ 9 Account Minimums ............................................................................................................................................... 9 Methods of Analysis ............................................................................................................................................. 9 Investment Strategy ............................................................................................................................................. 9 Item 9: Disciplinary Information ......................................................................................................... 12 Security Specific Material Risks ....................................................................................................................... 9 Criminal or Civil Actions .................................................................................................................................. 12 Laurel Wealth Advisors, LLC 1355 Greenwood Cliff Ste. 301, Charlotte, NC 28204 Phone: (704) 927-4379 * Fax: (704) 705-1558  Administrative Enforcement Proceedings ................................................................................................ 12 Item 10: Other Financial Industry Activities and Affiliations ..................................................... 12 Self- Regulatory Organization Enforcement Proceedings .................................................................. 12 Broker-Dealer or Representative Registration ....................................................................................... 12 Futures or Commodity Registration ........................................................................................................... 12 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Recommendations or Selections of Other Investment Advisors and Conflicts of Interest .... 13 Trading ......................................................................................................................................................... 13 Code of Ethics Description .............................................................................................................................. 13 Investment Recommendations Involving a Material Financial Interest and Conflict of Interest ................................................................................................................................................................... 14 Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest ................................................................................................................................................................... 14 Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Item 12: Brokerage Practices ................................................................................................................ 14 Transactions and Conflicts of Interest ....................................................................................................... 14 Factors Used to Select Broker-Dealers for Client Transactions........................................................ 14 Item 13: Review of Accounts .................................................................................................................. 15 Aggregating Securities Transactions for Client Accounts ................................................................... 15 Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved ................................................................................................................................................................. 15 Review of Client Accounts on Non-Periodic Basis ................................................................................. 16 Item 14: Client Referrals and Other Compensation ....................................................................... 16 Content of Client Provided Reports and Frequency ............................................................................. 16 Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest ................................................................................................................................................................... 16 Item 15: Custody ........................................................................................................................................ 17 Advisory Firm Payments for Client Referrals .......................................................................................... 16 Account Statements .......................................................................................................................................... 17 Item 16: Investment Discretion ............................................................................................................ 18 Trustee Services ................................................................................................................................................. 17 Discretionary Authority for Trading ........................................................................................................... 18 Laurel Wealth Advisors, LLC 1355 Greenwood Cliff Ste. 301, Charlotte, NC 28204 Phone: (704) 927-4379 * Fax: (704) 705-1558  Item 17: Voting Client Securities .......................................................................................................... 18 Item 18: Financial Information ............................................................................................................. 18 Proxy Votes ........................................................................................................................................................... 18 IRA Rollover Considerations ................................................................................................................. 19 Laurel Wealth Advisors, LLC 1355 Greenwood Cliff Ste. 301, Charlotte, NC 28204 Phone: (704) 927-4379 * Fax: (704) 705-1558  Item 4: Advisory Business Firm Description Laurel Wealth Advisors, LLC (“LWA” or “Advisor”) is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”), which is organized as a Limited Liability Company (LLC) under the laws of the State of North Carolina. LWA was founded in March 2007 and is owned and operated by William E. Sugg IV (Managing Partner), Mark S. Thompson (Managing Partner), David W. McNeish (Managing Partner), and Timothy M. Breedlove (Managing Partner). This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by LWA. Types of Advisory Services ASSET MANAGEMENT LWA offers discretionary and non-discretionary asset management services to advisory Clients. LWA will offer Clients ongoing asset management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment program will be based Discretionary on the above factors. When the Client provides LWA discretionary authority the Client will sign a limited trading authorization or equivalent. LWA will have the authority to execute transactions in the account Non-Discretionary without seeking Client approval on each transaction. When the Client elects to use LWA on a non-discretionary basis, LWA will determine the securities to be bought or sold and the amount of the securities to be bought or sold. However, LWA will obtain prior Client approval on each and every transaction before executing any transaction. LWA evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. LWA may recommend, on occasion, redistributing investment allocations to diversify the portfolio. LWA may recommend specific positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge against market movement. LWA may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. LWA may offer financial planning services to clients as part of the firm’s asset management services. There is no additional cost for these services. Client Tailored Services and Client Imposed Restrictions The goals and objectives for each Client are documented in our Client files. Investment strategies are created that reflect the stated goals and objectives. Clients may impose restrictions on - 6 -  investing in certain securities or types of securities. Agreements may not be assigned without Client consent. Disclosure will be provided in writing at least 30 days in advance of any assignment but written consent from clients will not be required. Wrap Fee Programs LWA does not sponsor any wrap fee programs. Client Assets Under Management LWA has the following Client assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $4,239,434 December 31, 2024 $968,421,068 Item 5: Fees and Compensation Method of Compensation and Fee Schedule ASSET MANAGEMENT LWA offers direct asset management services to advisory Clients. LWA charges an annual investment advisory fee based on the total assets under management on the following schedule: Assets Under Management ($) Annual Rate (%) All Assets Up to 1.00% The annual fee is negotiable based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). Fees are billed quarterly in advance based on the amount of assets managed as of the close of business on the last business day of the previous quarter. If margin is utilized, the fees will be billed based on the net asset value of the account. Lower fees for comparable services may be available from other sources. Clients may terminate their account within five (5) business days of signing the Investment Advisory Agreement with no obligation and without penalty. After the initial five (5) business days, the agreement may be terminated by LWA with thirty (30) days written notice to Client and by the Client at any time with written notice to LWA. No fee adjustment will be made for account deposits and/or withdrawals during a billing period. For accounts opened mid-billing period, fees are not charged until the first full quarter. The partial quarter is not billed for the initial account opening. For accounts that close mid-billing period, fees will be prorated based on the days’ services were provided during the given period, and all prepaid unearned fees will be refunded promptly. If services were provided and the fees were not prepaid, the Client is responsible for the days’ - 7 -  services were provided and for which fees were not paid. Clients shall be given thirty (30) days prior written notice of any increase in fees. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs. Client Payment of Fees • Fees for asset management services are: Deducted from a designated Client account. The Client must consent in advance to direct debiting of their investment account. Additional Client Fees Charged Custodians may charge transaction fees and other related costs on the purchases or sales of mutual funds, equities, bonds, options and exchange-traded funds. Mutual funds, money market funds and exchange-traded funds also charge internal management fees, which are disclosed in the fund’s prospectus. Margin interest may also apply for Client electing to utilize margin on their account(s). LWA does not receive any compensation from these fees. All of these fees are in addition to the management fee you pay to LWA. For more details on the brokerage practices, see Item 12 of this brochure. Prepayment of Client Fees LWA does not require any prepayment of fees of more than $1,200 per Client and six months or more in advance. Investment management fees are billed quarterly in advance. If the Client cancels after five (5) business days, any unearned fees will be refunded to the Client, or any unpaid earned fees will be due to LWA. External Compensation for the Sale of Securities to Clients LWA does not receive any external compensation for the sale of securities to Clients, nor do any of the investment advisor representatives of LWA. Item 6: Performance-Based Fees and Side-by-Side Management Sharing of Capital Gains Fees are not based on a share of the capital gains or capital appreciation of managed securities. LWA does not use a performance-based fee structure because of the conflict of interest. Performance based compensation may create an incentive for LWA to recommend an investment that may carry a higher degree of risk to the Client. - 8 -  Item 7: Types of Clients Description LWA generally provides investment advice to individuals, high net worth individuals, charitable organizations, corporations or business entities. Client relationships vary in scope and length of service. Account Minimums LWA does not require a minimum to open or maintain an account. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Security analysis methods may include fundamental analysis. Investing in securities involves risk of loss that Clients should be prepared to bear. Past performance is not a guarantee of future returns. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Investment Strategy The investment strategy for a specific Client is based upon the objectives stated by the Client during consultations. The Client may change these objectives at any time by providing written notice to LWA. Each Client executes a Client profile form or similar form that documents their objectives and their desired investment strategy. Other strategies may include long-term purchases, short-term purchases, trading, and option writing (including covered options, uncovered options or spreading strategies). Security Specific Material Risks • Market Risk All investment programs have certain risks that are borne by the investor. Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment risks and should discuss these risks with LWA: : The prices of securities in which clients invest may decline in response to certain events taking place around the world, including those directly involving the companies whose securities are owned by a fund; conditions affecting the general - 9 -  • economy; overall market changes; local, regional or global political, social or economic instability; and currency, interest rate and commodity price fluctuations. Investors should have a long-term perspective and be able to tolerate potentially sharp declines Interest-rate Risk in market value. • : Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less Inflation Risk attractive, causing their market values to decline. : When any type of inflation is present, a dollar today will buy more than a • Currency Risk dollar next year, because purchasing power is eroding at the rate of inflation. : Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as • Reinvestment Risk exchange rate risk. • Liquidity Risk : This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. • Management Risk: : Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. • Equity Risk: The advisor’s investment approach may fail to produce the intended results. If the advisor’s assumptions regarding the performance of a specific asset class or fund are not realized in the expected time frame, the overall performance of the client’s portfolio may suffer. • Fixed Income Risk: Equity securities tend to be more volatile than other investment choices. The value of an individual mutual fund or ETF can be more volatile than the market as a whole. This volatility affects the value of the client’s overall portfolio. Small- and mid- cap companies are subject to additional risks. Smaller companies may experience greater volatility, higher failure rates, more limited markets, product lines, financial resources, and less management experience than larger companies. Smaller companies may also have a lower trading volume, which may disproportionately affect their market price, tending to make them fall more in response to selling pressure than is the case with larger companies. • The issuer of a fixed income security may not be able to make interest and principal payments when due. Generally, the lower the credit rating of a security, the greater the risk that the issuer will default on its obligation. If a rating agency gives a debt security a lower rating, the value of the debt security will decline because investors will demand a higher rate of return. As nominal interest rates rise, the value of fixed income securities held by a fund is likely to decrease. A nominal Investment Companies Risk: interest rate is the sum of a real interest rate and an expected inflation rate. When a client invests in open end mutual funds or ETFs, the client indirectly bears their proportionate share of any fees and expenses payable directly by those funds. Therefore, the client will incur higher expenses, which may be duplicative. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an - 10  • Derivatives Risk: underlying fund (such as the use of derivatives). ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value or (ii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Adviser has no control over the risks taken by the underlying funds in which client invests. • Foreign Securities Risk: Funds in a client’s portfolio may use derivative instruments. The value of these derivative instruments derives from the value of an underlying asset, currency or index. Investments by a fund in such underlying funds may involve the risk that the value of the underlying fund’s derivatives may rise or fall more rapidly than other investments, and the risk that an underlying fund may lose more than the amount that it invested in the derivative instrument in the first place. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses. • Long-term purchases Funds in which clients invest may invest in foreign securities. Foreign securities are subject to additional risks not typically associated with investments in domestic securities. These risks may include, among others, currency risk, country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability, currency devaluations and policies that have the effect of limiting or restricting foreign investment or the movement of assets), different trading practices, less government supervision, less publicly available information, limited trading markets and greater volatility. To the extent that underlying funds invest in issuers located in emerging markets, the risk may be heightened by political changes, changes in taxation, or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies. • Short-term purchases : Long-term investments are those vehicles purchased with the intention of being held for more than one year. Typically the expectation of the investment is to increase in value so that it can eventually be sold for a profit. In addition, there may be an expectation for the investment to provide income. One of the biggest risks associated with long-term investments is volatility, the fluctuations in the financial markets that can cause investments to lose value. : Short-term investments are typically held for one year or less. Generally there is not a high expectation for a return or an increase in value. Typically, short-term investments are purchased for the relatively greater degree of principal protection they are designed to provide. Short-term investment vehicles may be subject to purchasing power risk — the risk that your investment’s return will not keep up with • Trading risk inflation. : Investing involves risk, including possible loss of principal. There is no • Options Trading assurance that the investment objective of any fund or investment will be achieved. : The risks involved with trading options are that they are very time sensitive investments. An options contract is generally a few months. Clients should be aware that the use of options involves additional risks. The risks of covered call writing include the potential for the market to rise sharply. In such case, the security may be called away and the account will no longer hold the security. When purchasing options - 11  • Trading on Margin: there is the risk that the entire premium paid for the option can be lost if the option is not exercised or otherwise sold prior to the option’s expiration date. When selling (“writing”) options, the risk of loss can be much greater if the options are written uncovered (“naked”). The risk of loss can far exceed the amount of the premium received for an uncovered option and in the case of an uncovered call option the potential loss is unlimited. In a cash account, the risk is limited to the amount of money that has been invested. In a margin account, risk includes the amount of money invested plus the amount that has been loaned. As market conditions fluctuate, the value of marginable securities will also fluctuate, causing a change in the overall account balance and debt ratio. As a result, if the value of the securities held in a margin account depreciates, the client will be required to deposit additional cash or make full payment of the margin loan to bring account back up to maintenance levels. Clients who cannot comply with such a margin call may be sold out or bought in by the brokerage firm. Item 9: Disciplinary Information Criminal or Civil Actions LWA and its management have not been involved in any criminal or civil action. Administrative Enforcement Proceedings LWA and its management have not been involved in administrative enforcement proceedings. Self- Regulatory Organization Enforcement Proceedings LWA and its management have not been involved in any self-regulatory organizational enforcement proceedings that are material to a Client’s or prospective Client’s evaluation of LWA or the integrity of its management. Item 10: Other Financial Industry Activities and Affiliations Broker-Dealer or Representative Registration LWA is not registered as a broker-dealer and no affiliated representatives of LWA are registered representatives of a broker-dealer. Futures or Commodity Registration Neither LWA nor its affiliated representatives are registered or have an application pending to register as a futures commission merchant, commodity pool operator, or a commodity trading advisor. - 12  Material Relationships Maintained by this Advisory Business and Conflicts of Interest Miller McNeish & Breedlove, P.A. The Advisor is affiliated, through common control, with Miller McNeish & Breedlove, P.A (“MMB”), a CPA firm. Clients may be offered to engage MMB for accounting and tax preparation services. This may pose a conflict, as owners may benefit from additional revenues generated and referrers may receive compensation for the referral. Clients of LWA are not obligated to engage MMB for tax planning, accounting and related services. Recommendations or Selections of Other Investment Advisors and Conflicts of Interest LWA does not select or recommend other investment advisors. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Description The affiliated persons (affiliated persons include employees and/or independent contractors) of LWA have committed to a Code of Ethics (“Code”). The purpose of our Code is to set forth standards of conduct expected of LWA affiliated persons and addresses conflicts that may arise. The Code defines acceptable behavior for affiliated persons of LWA. The Code reflects LWA and its supervised persons’ responsibility to act in the best interest of their Client. One area which the Code addresses is when affiliated persons buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our Clients. We do not allow any affiliated persons to use non-public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our Clients. LWA’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other affiliated person, officer or director of LWA may recommend any transaction in a security or its derivative to advisory Clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. LWA’s Code is based on the guiding principle that the interests of the Client are our top priority. LWA’s officers, directors, advisors, and other affiliated persons have a fiduciary duty to our Clients and must diligently perform that duty to maintain the complete trust and confidence of our Clients. When a conflict arises, it is our obligation to put the Client’s interests over the interests of either affiliated persons or the company. The Code applies to “access” persons. “Access” persons are affiliated persons who have access to non-public information regarding any Clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to Clients, or who have access to such recommendations that are non- public. LWA will provide a copy of the Code of Ethics at no charge to any Client or prospective Client upon request. - 13  Investment Recommendations Involving a Material Financial Interest and Conflict of Interest LWA and its affiliated persons do not recommend to Clients securities in which we have a material financial interest. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest LWA and its affiliated persons may buy or sell securities that are also held by Clients. In order to mitigate conflicts of interest such as trading ahead of Client transactions, affiliated persons are required to disclose all reportable securities transactions as well as provide LWA with copies of their brokerage statements. The Chief Compliance Officer of LWA is Nancy Johnson Jones, CSCP. The CCO or designee reviews the trading activity of LWA’s affiliated persons each quarter. The personal trading reviews ensure that the personal trading of affiliated persons does not affect the markets and that associated persons do not receive preferential treatment over LWA clients. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest LWA does not have a material financial interest in any securities being recommended. However, affiliated persons may buy or sell securities at the same time they buy or sell securities for Clients. In order to mitigate conflicts of interest such as front running, affiliated persons are required to disclose all reportable securities transactions as well as provide LWA with copies of their brokerage statements. The Chief Compliance Officer of LWA is Nancy Johnson Jones, CSCP. The CCO or designee reviews the trading activity of LWA’s affiliated persons each quarter. The personal trading reviews ensure that the personal trading of affiliated persons does not affect the markets and that associated persons do not receive preferential treatment over LWA clients. Item 12: Brokerage Practices Factors Used to Select Broker-Dealers for Client Transactions LWA will require the use of a particular broker-dealer based on their duty to seek best execution for the client, meaning they have an obligation to obtain the most favorable terms for a client under the circumstances. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations and is subjective. Factors affecting brokerage selection include the overall direct net economic result to the portfolios, the efficiency with which the transaction is affected, the ability to effect the transaction where a large block is involved, the operational facilities of the broker-dealer, the value of an ongoing relationship with such broker and the financial strength and stability of the broker. LWA will select appropriate brokers based on a number of factors including but not - 14  limited to their relatively low transaction fees and reporting ability. LWA relies on its broker to provide its execution services at the best prices available. Lower fees for comparable services may be available from other sources. Clients pay for any and all custodial fees in addition to the advisory fee charged by LWA. LWA does not receive any portion of the trading fees. • LWA requires the use of Fidelity Clearing and Custody Solutions (Fidelity) or Charles Schwab & Co., Inc. (“Schwab”). Research and Other Soft Dollar Benefits The Securities and Exchange Commission defines soft dollar practices as arrangement under which products or services other than execution services are obtained by LWA from or through a broker-dealer in exchange for directing Client transactions to the broker-dealer. Although LWA has no formal soft dollar arrangements, LWA may receive products, research and/or other services from the qualified custodians it uses, Fidelity and Schwab. These benefits are not tied to the amount of transactions or assets held at either firm and are not considered soft dollar arrangements. They are, however, a benefit to LWA. • A conflict of interest exists due to the products and services LWA receives from its qualified custodians, which could result in higher commissions charged to Clients. This conflict is mitigated by the fact that LWA has a fiduciary responsibility to act in the best interest of its Clients and the services received are beneficial to all Clients. Brokerage for Client Referrals • LWA does not receive client referrals from any custodian or third party in exchange for using that broker-dealer or third party. Directed Brokerage LWA does not allow directed brokerage accounts. Not all advisors require their clients to direct brokerage. Aggregating Securities Transactions for Client Accounts LWA is authorized in its discretion to aggregate purchases and sales and other transactions made for the account with purchases and sales and transactions in the same securities for other Clients of LWA. All Clients participating in the aggregated order shall receive an average share price with all other transaction costs shared on a pro-rated basis. If aggregation if not allowed or infeasible and individual transactions occur (e.g., non- discretionary accounts, withdrawal or liquidation requests, odd-late trades, etc.) an account may potentially be assessed higher costs or less favorable prices than those where aggregation has occurred. Item 13: Review of Accounts Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Account reviews are performed quarterly by Managing Partner, William (Wes) E. Sugg IV. Account reviews are performed more frequently when market conditions dictate. Reviews of Client accounts include, but are not limited to, a review of Client documented risk tolerance, adherence - 15  to account objectives, investment time horizon, and suitability criteria, reviewing target allocations of each asset class to identify if there is an opportunity for rebalancing, and reviewing accounts for tax loss harvesting opportunities. Financial plans generated are updated as requested by the Client and pursuant to a new or amended agreement, LWA suggests updating at least annually. Review of Client Accounts on Non-Periodic Basis Other conditions that may trigger a review of Clients’ accounts are changes in the tax laws, new investment information, and changes in a Client's own situation. Content of Client Provided Reports and Frequency Clients receive written account statements no less than quarterly for managed accounts. Account statements are issued by LWA’s custodian. Client receives confirmations of each transaction in account from custodian and an additional statement during any month in which a transaction occurs. Performance reports will be provided by LWA at least quarterly to Clients with assets under management. Item 14: Client Referrals and Other Compensation Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest LWA receives additional economic benefits from external sources as described above in Item 12. Some individuals with LWA are licensed as independent insurance agents. From time to time a client will approach LWA with a possible need for insurance, and a properly licensed insurance agent with LWA will be able to address their questions. The only products sold through this arrangement are term life insurance policies. On some occasions, the insurance agent may become the rep of record on a policy already owned by the LWA client. These are accommodations only and insurance business is not solicited by LWA. The sale of insurance products typically pays regular and customary commissions to the licensed insurance agent, which creates a conflict of interest because there is an incentive to recommend products based on the commission amount received. This conflict is mitigated by disclosures, procedures and the firm’s fiduciary obligation to place the best interest of the Client first. Clients are not required to purchase any insurance products through LWA.. Clients always have the option to purchase insurance products through another insurance agent of their choosing. Advisory Firm Payments for Client Referrals LWA may enter into agreements with individuals and organizations, which may be affiliated or unaffiliated with LWA, that refer Clients to LWA in exchange for compensation. All such - 16  agreements will be in writing as required and comply with the requirements of Federal or State regulation. If a Client is introduced to LWA by a referring party, LWA may pay that referring party a fee. While the specific terms of each agreement may differ, generally, the compensation will be based upon LWA’s engagement of new Clients and is calculated using a varying percentage of the fees paid to LWA by such Clients. Any such fee shall be paid solely from LWA’s investment management fee and shall not result in any additional charge to the Client. Item 15: Custody Account Statements All assets are held at qualified custodians, which means the custodians provide account statements directly to Clients at their address of record at least quarterly. Clients are urged to carefully compare the account statements received directly from their custodians to any documentation or reports prepared by LWA. For most accounts, LWA is deemed to have limited custody solely because advisory fees are directly deducted from Client’s accounts by the custodian on behalf of LWA. LWA is also deemed to have limited custody due to its Third-Party Standing Letters of Authorization (“SLOA”). LWA and its qualified custodians meet the following seven (7) conditions to avoid being subject to the surprise exam requirement: 1. The Client provides an instruction to the qualified custodian, in writing, that includes the Client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The Client authorizes LWA, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The Client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the Client’s authorization and provides a transfer of funds notice to the Client promptly after each transfer. 4. The Client has the ability to terminate or change the instruction to the Client’s qualified custodian. 5. LWA has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the Client’s instruction. 6. LWA maintains records showing that the third party is not a related party nor located at the same address as LWA. 7. Trustee Services The Client’s qualified custodian sends the Client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. LWA allows certain of its financial professionals to serve as the trustee for a limited number of clients for which LWA provides investment advisory services. The capacity as trustee gives our - 17  firm custody of these clients’ advisory accounts. These accounts are held with a bank, broker- dealer or other qualified custodian and not directly with LWA. Neither LWA nor its financial professionals typically serve in the role of trustee for client accounts (advisory or otherwise). If any of our financial professionals act as trustee for any of your advisory accounts, you will receive account statements directly from the qualified custodian holding your funds and securities at least quarterly. All account statements should be reviewed carefully for accuracy. We also urge you to compare your custodian’s statements to any that we may provide separately. A surprise audit of the client’s accounts is performed annually as per SEC requirements, and the relationship is reported and disclosed as required. Item 16: Investment Discretion Discretionary Authority for Trading If applicable, Client will authorize LWA discretionary authority, via the advisory agreement, to determine, without obtaining specific Client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. If applicable, Client will authorize LWA discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. If however, consent for discretion is not given, LWA will obtain prior Client approval before executing each transaction. LWA allows Client’s to place certain restrictions, as outlined in the Client’s Investment Policy Statement or similar document. Such restrictions could include only allowing purchases of socially conscious investments. These restrictions must be provided to LWA in writing. The Client approves the custodian to be used and the commission rates paid to the custodian. LWA does not receive any portion of the transaction fees or commissions paid by the Client to the custodian. Item 17: Voting Client Securities Proxy Votes LWA does not vote proxies on securities. Clients are expected to vote their own proxies. The Client will receive their proxies directly from the custodian of their account or from a transfer agent. When assistance on voting proxies is requested, LWA will provide recommendations to the Client. If a conflict of interest exists, it will be disclosed to the Client. If the Client requires assistance or has questions, they can reach out to the investment advisor representatives of the firm at the contact information on the cover page of this document. Item 18: Financial Information A balance sheet is not required to be provided to Clients because LWA does not serve as a custodian for Client funds or securities and LWA does not require prepayment of fees of more - 18  than $1200 per Client and six months or more in advance. LWA has no condition that is reasonably likely to impair our ability to meet contractual commitments to our Clients. LWA has had no bankruptcy proceedings in the previous ten years. IRA Rollover Considerations As part of our investment advisory services to you, we may recommend that you withdraw the assets from your employer's retirement plan and roll the assets over to an individual retirement account ("IRA") that we will manage on your behalf. If you elect to roll the assets to an IRA that is subject to our management, we will charge you an asset based fee as set forth in the agreement you executed with our firm. This practice presents a conflict of interest because persons providing investment advice on our behalf have an incentive to recommend a rollover to you for the purpose of generating fee based compensation rather than solely based on your needs. You are under no obligation, contractually or otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no obligation to have the assets in an IRA managed by our firm. Many employers permit former employees to keep their retirement assets in their company plan. Also, current employees can sometimes move assets out of their company plan before they retire or change jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options are available, you should consider the costs and benefits of: 1. Leaving the funds in your employer's (former employer's) plan. 2. Moving the funds to a new employer's retirement plan. 3. Cashing out and taking a taxable distribution from the plan. 4. Rolling the funds into an IRA rollover account. Each of these options has advantages and disadvantages and before making a change we encourage you to speak with your CPA and/or tax attorney. If you are considering rolling over your retirement funds to an IRA for us to manage, here are a few points to consider before you do so: 1. Determine whether the investment options in your employer's retirement plan address your needs or whether you might want to consider other types of investments. a. Employer retirement plans generally have a more limited investment menu than IRAs. b. Employer retirement plans may have unique investment options not available to the public such as employer securities, or previously closed funds. 2. Your current plan may have lower fees than our fees. a. If you are interested in investing only in mutual funds, you should understand the cost structure of the share classes available in your employer's retirement plan and how the costs of those share classes compare with those available in an IRA. b. You should understand the various products and services you might take advantage of at an IRA provider and the potential costs of those products and services. 3. Our strategy may have higher risk than the option(s) provided to you in your plan. - 19  4. Your current plan may also offer financial advice. 5. If you keep your assets titled in a 401k or retirement account, you could potentially delay your required minimum distribution beyond age 72. 6. Your 401k may offer more liability protection than a rollover IRA; each state may vary. a. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA assets have been generally protected from creditors in bankruptcies. However, there can be some exceptions to the general rules so you should consult with an attorney if you are concerned about protecting your retirement plan assets from creditors. 7. You may be able to take out a loan on your 401k, but not from an IRA. 8. IRA assets can be accessed any time; however, distributions are subject to ordinary income tax and may also be subject to a 10% early distribution penalty unless they qualify for an exception such as disability, higher education expenses or the purchase of a home. 9. If you own company stock in your plan, you may be able to liquidate those shares at a lower capital gains tax rate. 10.Your plan may allow you to hire us as the manager and keep the assets titled in the plan name. It is important that you understand the differences between these types of accounts and to decide whether a rollover is best for you. Prior to proceeding, if you have questions contact your investment adviser representative, or call our main number as listed on the cover page of this brochure. - 20