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Disclosure Brochure
June 25, 2025
This brochure provides information about the qualifications and business practices of Premier Wealth Advisers, LLC
(hereinafter “PWA” or the “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at
the telephone number listed below. The information in this brochure has not been approved or verified by the United States
Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is
available on the SEC’s website at www.adviserinfo.sec.gov. PWA is an SEC registered investment adviser. Registration
does not imply any level of skill or training.
1411 Broadway, 16th Floor New York, NY10018 | (212) 752-4343
www.yourpremierwealth.com
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Disclosure Brochure
Premier Wealth Advisors, LLC
Item 2.
Material Changes
In this Item, PWA is required to discuss any material changes that have been made to the brochure since
the last annual amendment filed March 21, 2025. The Firm has amended Item 15 to disclose that it still
has custody that requires a surprise examination from an independent public accountancy firm.
Surprise Independent Examination
The Firm is deemed to have custody over clients’ cash, bank accounts or securities. The Firm is required
to engage an independent accounting Firm to perform a surprise annual examination of those assets and
accounts over which it maintains custody. Any related opinions issued by an independent accounting Firm
are filed with the SEC and are publicly available on the SEC’s Investment Adviser Public Disclosure
website. The Firm does not have physical custody of client funds as they are maintained with an
independent qualified custodian.
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Item 3.
Table of Contents
Item 1.
Cover Page .................................................................................................................................. i
Item 2. Material Changes ........................................................................................................................ ii
Item 3.
Table of Contents ........................................................................................................................ iii
Item 4.
Advisory Business ....................................................................................................................... 4
Item 5.
Fees and Compensation ............................................................................................................. 6
Item 6.
Performance-Based Fees and Side-by-Side Management ........................................................ 8
Item 7.
Types of Clients........................................................................................................................... 8
Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ................................................... 9
Item 9.
Disciplinary Information ............................................................................................................. 11
Item 10. Other Financial Industry Activities and Affiliations .................................................................... 11
Item 11. Code of Ethics ........................................................................................................................... 12
Item 12. Brokerage Practices .................................................................................................................. 12
Item 13. Review of Accounts ................................................................................................................... 15
Item 14. Client Referrals and Other Compensation ................................................................................ 16
Item 15. Custody ..................................................................................................................................... 16
Item 16.
Investment Discretion ................................................................................................................ 16
Item 17. Voting Client Securities ............................................................................................................. 17
Item 18. Financial Information ................................................................................................................. 17
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Item 4.
Advisory Business
PWA offers clients a variety of advisory services, which include financial planning and investment management
services on a stand-alone basis or on a combined basis as part of a comprehensive wealth management offering.
PWA (and its predecessor entity, Premier Financial Advisors, Inc.) has been an independent registered investment
adviser since 2000. Premier Financial Services, Inc., which is principally owned by John L. Diaz, is the sole owner
of the Firm.
As of February 19, 2025, PWA had $523,135,264 in assets under management, all of which are managed on a
discretionary basis. Prior to the rendering any of the foregoing advisory services, clients are required to enter into
one or more written agreements with PWA setting forth the relevant terms and conditions of the advisory relationship
(the “Agreement”).
While this brochure generally describes the business of PWA, certain sections also discuss the activities of its
Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar
status or performing similar functions), employees or any other person who provides investment advice on PWA’s
behalf and is subject to the Firm’s supervision or control.
Financial Planning Services
PWA offers clients a range of financial planning services, which may include any or all of the following functions:
• Business Planning
•
Investment Consulting
• Cash Flow Forecasting
•
Insurance Needs Analysis
• Asset Allocation
• Retirement Plan Analysis
• Retirement Planning
• Charitable Giving
• Estate Planning
• Risk Management
• Financial Reporting
• Distribution Planning
While each of these services is available on a stand-alone basis, certain of them may also be rendered in
conjunction with investment portfolio management as part of a comprehensive wealth management
engagement.
In performing these services, PWA is not required to verify any information received from the client or from
the client’s other professionals (e.g., attorneys, accountants, etc.) and is expressly authorized to rely on
such information. PWA may recommend the services of itself, its Supervised Persons in their individual
capacities as insurance agents, and/or other professionals to implement its recommendations.
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Clients are advised that a conflict of interest exists if PWA recommends its own services. Clients retain
absolute discretion over all decisions regarding implementation and are under no obligation to act upon any
of the recommendations made by PWA under a financial planning engagement or to engage the services
of any such recommended professionals, including PWA itself. Clients are advised that it remains their
responsibility to promptly notify the Firm if there is ever any change in their financial situation or investment
objectives for the purpose of reviewing, evaluating or revising PWA’s previous recommendations and/or
services.
Investment Management and Wealth Management Services
PWA manages client investment portfolios on a discretionary basis. In addition, PWA may provide clients
with wealth management services which includes a broad range of comprehensive financial planning
services as well as discretionary management of investment portfolios.
PWA primarily allocates client assets among mutual funds, exchange-traded funds (“ETFs”), individual debt
and equity securities, and to a lesser extent, various independent investment managers (“Independent
Managers”), in accordance with the investment objectives of its individual clients. In addition, PWA may
also recommend that clients who qualify as accredited investors, as defined by Rule 501 of the Securities
Act of 1933, invest in privately placed securities, which include debt, equity and/or interests in pooled
investment vehicles (e.g., hedge funds). Where appropriate, the Firm may also provide advice about any
type of legacy position or other investment held in client portfolios.
Clients may also engage PWA to advise on certain investment products that are not maintained at their
primary custodian, such as variable life insurance and annuity contracts, and assets held in employer
sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, PWA directs or
recommends the allocation of client assets among the various investment options available with the
product. These assets are maintained at the underwriting insurance company or the custodian designated
by the product’s provider.
PWA tailors its advisory services to meet the needs of its individual clients and continuously seeks to ensure
that client portfolios are managed in a manner consistent with their specific investment profiles. PWA
consults with clients on an initial and ongoing basis to determine their specific risk tolerance, time horizon,
liquidity constraints and other factors relevant to the management of their portfolios. Clients are advised to
promptly notify PWA if there are changes in their financial situation or if they wish to place any limitations
on the management of their portfolios. Clients may impose reasonable restrictions or mandates on the
management of their accounts if PWA determines, in its sole discretion, the conditions would not materially
impact the performance of a management strategy or prove overly burdensome to the firm’s management
efforts.
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Use of Independent Managers
As mentioned above, PWA may select or recommend certain Independent Managers to actively manage a
portion of its clients’ assets. The specific terms and conditions under which a client engages an
Independent Manager are set forth in a separate written agreement between the designated Independent
Manager and either PWA or the client. In addition to this brochure, clients also receive the written disclosure
documents of the designated Independent Managers engaged to manage their assets. PWA does not
receive compensation from any such Independent Managers.
PWA evaluates various information about the Independent Managers it chooses to manage client portfolios.
The Firm reviews a variety of different resources, which may include the Independent Managers’ public
disclosure documents, materials supplied by the Independent Managers themselves, and other third-party
analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent
Managers’ investment strategies, past performance and risk results in relation to its clients’ individual
portfolio allocations and risk exposures. PWA also takes into consideration each Independent Manager’s
management style, returns, reputation, financial strength, reporting, pricing and research capabilities,
among other related factors.
PWA continues to provide services relative to the discretionary selection of the Independent Managers. On
an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent
Managers by reviewing the summary account statements and trade confirmations produced by the
Financial Institutions, as well as other performance information furnished by the Independent Managers
and/or other third-party providers. PWA seeks to ensure the Independent Managers’ strategies and target
allocations remain aligned with its clients’ investment objectives and overall best interests.
Item 5.
Fees and Compensation
PWA offers its services on a fee basis, which include hourly and/or fixed fees, as well as fees based upon
assets under management. Additionally, certain of PWA’s Supervised Persons, in their individual
capacities, offer securities brokerage services and insurance products under a separate commission
arrangement.
Financial Planning Fees
PWA generally charges either a negotiable hourly or fixed fee to provide clients with stand-alone financial
planning services. These fees are largely determined by the scope and complexity of the agreed upon
services and range from $200 to $500 on an hourly basis and $500 to $15,000 on a fixed fee basis.
The specific terms and fee structure are negotiated in advance and set forth in the Agreement with PWA.
Generally, PWA requires one-half of the financial planning fee payable upon execution of the Agreement
and the balance due at the time the financial plan is delivered or the underlying services are rendered to
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completion. If the client engages PWA for additional investment advisory services, PWA may offset all or
a portion of its fees for those services based upon the amount paid for the financial planning and/or
consulting services.
Investment Management and Wealth Management Fees
PWA provides investment management services for an annual fee based on the amount of assets under
the Firm’s management. This fee varies depending upon the value of a client’s portfolio and the type of
services rendered, based on the following fee schedule:
PORTFOLIO VALUE
ANNUAL FEE
$100,000 - $249,999
1.25 – 2.00%
$250,000 - $499,999
1.00 – 1.75%
$500,000 - $999,999
0.85 – 1.60%
$1,000,000 - $2,000,000
0.75 – 1.50%
$2,000,000 to $5,000,000
0.50 – 1.25%
$5,000,000 to $10,000,000
0.25 – 1.00%
$10,000,000 to $20,000,000
0.15 – 0.75%
More than $20,000,000
0.10 – 0.50%
This fee is prorated and charged quarterly, in advance, based upon the market value of the assets being
managed by PWA on the last day of the previous billing period.
The Firm includes cash in a client’s account in determining the valuation for billing purposes. The Firm may,
in its sole discretion, not include cash in determining the fee, especially where a client has a high percentage
of cash for reasons other than the Firm's investment management decision. If assets are deposited or
withdrawn from an account that exceed 10% of the existing portfolio value after the inception of a billing
period, the fee payable with respect to such assets is prorated to reflect the change in portfolio value. For
the initial term of an engagement, the fee is calculated on a pro rata basis. In the event the Agreement is
terminated, the fee for the final billing period is prorated through the effective date of the termination and
the unearned portion is refunded to the client, as appropriate.
Fee Discretion
PWA, in its sole discretion, may negotiate to charge a lesser fee based upon certain criteria, such as
anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
managed, related accounts, account composition, pre-existing client relationship, account retention and pro
bono activities.
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Additional Fees and Expenses
In addition to the advisory fees paid to PWA, clients may also incur certain charges imposed by other third
parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions
(collectively “Financial Institutions”). These additional charges may include securities brokerage
commissions, transaction fees, custodial fees, fees charged by the Independent Managers, charges
imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g.,
fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer
taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions.
Fee Debit
Clients may grant PWA the authority to directly debit their accounts for payment of the Firm’s investment
advisory fees. The Financial Institutions that act as qualified custodian for client accounts have agreed to
send statements to clients not less than quarterly detailing all account transactions, including any amounts
paid to PWA. Alternatively, clients may elect to have PWA send them an invoice for direct payment.
Account Additions and Withdrawals
Clients may make additions to and withdrawals from their account at any time, subject to PWA’s right to
terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to
liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients
may withdraw account assets on notice to PWA, subject to the usual and customary securities settlement
procedures. However, PWA designs its portfolios as long-term investments and the withdrawal of assets
may impair the achievement of a client’s investment objectives. PWA may consult with its clients about the
options and implications of transferring securities. Clients are advised that when transferred securities are
liquidated, they may be subject to transaction fees, fees assessed at the mutual fund level (i.e. contingent
deferred sales charge) and/or tax ramifications.
Item 6.
Performance-Based Fees and Side-by-Side Management
PWA does not provide any services for a performance-based fee (i.e., a fee based on a share of capital
gains or capital appreciation of a client’s assets).
Item 7.
Types of Clients
PWA primarily provides its services to individuals, corporations and other business entities.
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No Minimum Account Requirements
PWA does not impose a stated minimum fee or minimum portfolio value for starting and maintaining an
investment management relationship.
Methods of Analysis, Investment Strategies and Risk of
Item 8.
Loss
Methods of Analysis
PWA utilizes a combination of fundamental and technical methods of analysis and further analyzes
investments using an asset allocation strategy based on Modern Portfolio Theory (“MPT”).
Fundamental analysis involves an evaluation of the fundamental financial condition and competitive
position of a particular fund or issuer. For PWA, this process typically involves an analysis of an issuer’s
management team, investment strategies, style drift, past performance, reputation and financial strength in
relation to the asset class concentrations and risk exposures of the Firm’s model asset allocations. A
substantial risk in relying upon fundamental analysis is that while the overall health and position of a
company may be good, evolving market conditions may negatively impact the security.
Technical analysis involves the examination of past market data rather than specific issuer information in
determining the recommendations made to clients. Technical analysis may involve the use of mathematical
based indicators and charts, such as moving averages and price correlations, to identify market patterns
and trends which may be based on investor sentiment rather than the fundamentals of the company. A
substantial risk in relying upon technical analysis is that spotting historical trends may not help to predict
such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that PWA will be
able to accurately predict such a reoccurrence.
MPT is a mathematical based investment discipline that seeks to quantify expected portfolio returns in
relation to corresponding portfolio risk. The basic premise of MPT is that the risk of a particular holding is
to be assessed by comparing its price variations against those of the market portfolio. However, MPT
disregards certain investment considerations and is based on a series of assumptions that may not
necessarily reflect actual market conditions. As such, the factors for which MPT does not account (e.g.,
tax implications, regulatory constraints and brokerage costs) may negate the upside or add to the actual
risk of a particular allocation. Nonetheless, PWA’s investment process is structured in such a way to
integrate those assumptions and real life considerations for which MPT analytics do not account.
Investment Strategies
Based on its methods of analysis outlined above, the Firm customizes investment recommendations to
each client’s specific situation and constructs custom allocation portfolios that seek to achieve the specific
return and risk goals of each client. To achieve this, PWA combines multiple asset classes in varying
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proportions to create a diversified portfolio intended to achieve a desired rate of return with the least
possible amount of risk for that level of return.
The Firm’s investment management strategy strikes a delicate balance among three primary ingredients:
the science of managing risk and return (i.e., Modern Portfolio Theory), the art associated with experience
and insight, and the reality of managing emotions such as greed and fear. Nowhere is this balance more
evident than in the process of designing and executing an investment strategy—whether it is in the steps
taken to create an asset allocation, the process for selecting investments, or the considerations for tax-
efficient and cost-effective rebalancing.
PWA combines passive management with active strategies. Passive strategies offer the opportunity to
deliver exposure to the capital markets at a low cost. Active strategies offer the potential to tap into flexible
Independent Managers with the goal of achieving higher returns than those experienced with a passive
representation in the markets. By utilizing extensive qualitative and quantitative research, PWA attempts
to identify state-of-the-art asset allocation ideas and talented active managers. The Firm then constructs
diversified portfolios specifically geared towards each client’s goals.
PWA seeks to strike that balance for it clients by utilizing a core/satellite investment strategy that combines
index and active investments. At its essence, the core/satellite investment strategy combines aspects of
traditional and passive (e.g. core) investment management with active and tactical (e.g. satellite) investment
management. Unlike traditional core/satellite strategies which rely exclusively on actively managed
products as both the core and satellite, PWA’s investment strategy combine index and active investments
across asset classes, seeking to create a balance between a strong foundation based on diversified asset
allocation and opportunities for risk-controlled, enhanced performance.
Risks of Loss
General Risk of Loss
Investing in securities involves the risk of loss. Clients should be prepared to bear potential losses.
Market Risks
The profitability of a significant portion of PWA’s recommendations may depend to a great extent upon
correctly assessing the future course of price movements of stocks and bonds. There can be no assurance
that PWA will be able to predict those price movements accurately.
Mutual Funds and Exchange-Traded Funds (ETFs)
An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF
shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s
underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains,
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as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for
a profit that cannot be offset by a corresponding loss.
Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a
broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily
per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption
fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the
actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices
of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which
may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV.
Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary
market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at
least once daily for indexed-based ETFs and more frequently for actively managed ETFs. However, certain
inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also
no guarantee that an active secondary market for such shares will develop or continue to exist. Generally,
an ETF only redeems shares when aggregated as creation units (usually 50,000 shares or more).
Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may
have no way to dispose of such shares.
Use of Independent Managers
PWA may recommend the use of Independent Managers. In these situations, PWA continues to do ongoing
due diligence of such managers, but such recommendations rely to a great extent on the Independent
Managers’ ability to successfully implement their investment strategies. In addition, PWA generally does
not have the ability to monitor or supervise the Independent Managers on a daily basis.
Item 9.
Disciplinary Information
PWA has not been involved in any legal or disciplinary events that are material to a client’s evaluation of
its advisory business or the integrity of management.
Item 10. Other Financial Industry Activities and Affiliations
Receipt of Insurance Commission
Certain of PWA’s Supervised Persons, in their individual capacities, are also licensed insurance agents.
When appropriate, these Supervised Persons, in their individual capacities, may recommend the purchase
of certain insurance products to advisory clients on a fully-disclosed commission basis. A conflict of interest
exists to the extent that PWA recommends the purchase of insurance products where its Supervised
Persons receive insurance commissions or other additional compensation. As a result PWA has
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procedures in place to ensure that any recommendations made by such Supervised Persons are in the
best interest of its clients.
Item 11. Code of Ethics
PWA and persons associated with PWA (“Associated Persons”) are permitted to buy or sell securities that
it also recommends to clients consistent with the Firm’s policies and procedures.
PWA has adopted a code of ethics that sets forth the standards of conduct expected of its associated
persons and requires compliance with applicable securities laws (“Code of Ethics”). PWA’s Code of Ethics
contains written policies reasonably designed to prevent the unlawful use of material non-public information
by the Firm or any of its associated persons. The Code of Ethics also requires that certain of PWA’s
personnel (called “Access Persons”) report their personal securities holdings and transactions and obtain
pre-approval of certain investments such as initial public offerings and limited offerings.
When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Access
Person may effect for themselves or for their immediate family (i.e., spouse, minor children, and adults
living in the same household as the Access Person) a transaction in that security unless:
•
the transaction has been completed;
•
the transaction for the Access Person is completed as part of a batch trade (as defined below in
Item 12) with clients; or
• a decision has been made not to engage in the transaction for the client.
These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii)
money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper,
repurchase agreements and other high quality short-term debt instruments, including repurchase
agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit
investment trusts that are invested exclusively in one or more mutual funds.
This Code of Ethics has been established recognizing that some securities trade in sufficiently broad
markets to permit transactions by Access Persons to be completed without any appreciable impact on the
markets of such securities. Therefore, under certain limited circumstances, exceptions may be made to
the policies stated above.
Clients and prospective clients may contact PWA to request a copy of its Code of Ethics.
Item 12. Brokerage Practices
PWA generally recommends that clients utilize the brokerage and clearing services of Charles Schwab &
Co., Inc. (“Schwab”) for investment management accounts.
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Factors which PWA considers in recommending Schwab or any other broker-dealer to clients include their
respective financial strength, reputation, execution, pricing, research and service. Schwab enable PWA to
obtain many mutual funds without transaction charges and other securities at nominal transaction charges.
The commissions and/or transaction fees charged by Schwab may be higher or lower than those charged
by other Financial Institutions.
The commissions paid by PWA’s clients comply with the Firm’s duty to obtain “best execution.” Clients
may pay commissions that are higher than another qualified Financial Institution might charge to effect the
same transaction where PWA determines that the commissions are reasonable in relation to the value of
the brokerage and research services received. In seeking best execution, the determinative factor is not
the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into
consideration the full range of a Financial Institution’s services, including among others, the value of
research provided, execution capability, commission rates, and responsiveness. PWA seeks competitive
rates but may not necessarily obtain the lowest possible commission rates for client transactions.
PWA periodically and systematically reviews its policies and procedures regarding its recommendation of
Financial Institutions in light of its duty to obtain best execution.
Transactions for each client will be affected independently, unless PWA decides to purchase or sell the
same securities for several clients at approximately the same time. PWA may (but is not obligated to)
combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates, or
to allocate equitably among PWA’s clients differences in prices and commissions or other transaction costs
that might not have been obtained had such orders been placed independently. Under this procedure,
transactions will be averaged as to price and allocated among PWA’s clients pro rata to the purchase and
sale orders placed for each client on any given day. To the extent that PWA determines to aggregate client
orders for the purchase or sale of securities, including securities in which PWA’s Supervised Persons may
invest, the Firm does so in accordance with applicable rules promulgated under the Advisers Act and no-
action guidance provided by the staff of the U.S. Securities and Exchange Commission. PWA does not
receive any additional compensation or remuneration as a result of the aggregation. In the event that the
Firm determines that a prorated allocation is not appropriate under the particular circumstances, the
allocation will be made based upon other relevant factors, which may include: (i) when only a small
percentage of the order is executed, shares may be allocated to the account with the smallest order or the
smallest position or to an account that is out of line with respect to security or sector weightings relative to
other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has
limitations in its investment guidelines which prohibit it from purchasing other securities which are expected
to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches
an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other
accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with
respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata
allocation of a potential execution would result in a de minimis allocation in one or more accounts, PWA
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may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis
among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all
accounts, shares may be allocated to one or more accounts on a random basis.
Software and Support Provided by Financial Institutions
PWA may receive from Schwab, without cost to PWA, computer software and related systems support,
which allow PWA better monitor client accounts maintained at Schwab. PWA may receive the software
and related support without cost because PWA renders investment management services to clients that
maintain assets at Schwab. The software and support is not provided in connection with securities
transactions of clients (i.e. not “soft dollars”). The software and related systems support may benefit PWA
but not its clients directly. In fulfilling its duties to its clients, PWA endeavors at all times to put the interests
of its clients first. Clients should be aware, however, that PWA’s receipt of economic benefits from a broker-
dealer creates a conflict of interest since these benefits may influence PWA’s choice of broker-dealer over
another broker-dealer that does not furnish similar software, systems support, or services.
Additionally, PWA may receive the following benefits from Schwab through its Schwab Institutional division:
receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that
exclusively services the Schwab Institutional participants; access to block trading which provides the ability
to aggregate securities transactions and then allocate the appropriate shares to client accounts; and access
to an electronic communication network for client order entry and account information.
These services generally are available to independent investment advisors on an unsolicited basis, at no
charge to them so long as a certain amount of the advisor’s clients’ assets are maintained in accounts at
Schwab. Schwab’s services include brokerage services that are related to the execution of securities
transactions, custody, research, including that in the form of advice, analyses and reports, and access to
mutual funds and other investments that are otherwise generally available only to institutional investors or
would require a significantly higher minimum initial investment.
For client accounts maintained in its custody, Schwab generally does not charge separately for custody
services but is compensated by account holders through commissions or other transaction-related or asset-
based fees for securities trades that are executed through Schwab or that settle into Schwab accounts.
Schwab also makes available to the Firm other products and services that benefit the Firm but may not
benefit its clients’ accounts. These benefits may include national, regional or Firm specific educational
events organized and/or sponsored by Schwab. Other potential benefits may include occasional business
entertainment of personnel of PWA by Schwab personnel, including meals, invitations to sporting events,
including golf tournaments, and other forms of entertainment, some of which may accompany educational
opportunities. Other of these products and services assist PWA in managing and administering clients’
accounts. These include software and other technology (and related technological training) that provide
access to client account data (such as trade confirmations and account statements), facilitate trade
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execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing
information and other market data, facilitate payment of the Firm's fees from its clients’ accounts, and assist
with back-office training and support functions, recordkeeping and client reporting. Many of these services
generally may be used to service all or some substantial number of the Firm’s accounts, including accounts
not maintained at Schwab. Schwab also makes available to PWA other services intended to help the Firm
manage and further develop its business enterprise. These services may include professional compliance,
legal and business consulting, publications and conferences on practice management, information
technology, business succession, regulatory compliance, employee benefits providers, human capital
consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay
vendors for these types of services rendered to the Firm by independent third parties. Schwab may discount
or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-
party providing these services to the Firm. While, as a fiduciary, PWA endeavors to act in its clients’ best
interests, the Firm's recommendation that clients maintain their assets in accounts at Schwab may be based
in part on the benefits received and not solely on the nature, cost or quality of custody and brokerage
services provided by Schwab, which creates a potential conflict of interest.
Item 13. Review of Accounts
Account Reviews
For those clients to whom PWA provides investment management services, PWA monitors those portfolios
as part of an ongoing process while regular account reviews are conducted on at least a quarterly basis.
For those clients to whom PWA provides financial planning, reviews are conducted on an “as needed”
basis. Such reviews are conducted by one of PWA’s investment adviser representatives. All investment
advisory clients are encouraged to discuss their needs, goals, and objectives with PWA and to keep PWA
informed of any changes thereto. The Firm contacts ongoing investment advisory clients at least annually
to review its previous services and/or recommendations and to discuss the impact resulting from any
changes in the client’s financial situation and/or investment objectives.
Account Statements and Reports
Clients are provided with transaction confirmation notices and regular summary account statements directly
from the Financial Institutions where their assets are custodied. On a quarterly basis or as otherwise
requested, clients may also receive written or electronic reports from PWA and/or an outside service
provider, which contain certain account and/or market-related information, such as an inventory of account
holdings or account performance. Clients should compare the account statements they receive from their
custodian with those they receive from PWA or an outside service provider.
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Those clients to whom PWA provides financial planning services will receive reports from PWA
summarizing its analysis and conclusions as requested by the client or as otherwise agreed to in writing by
PWA.
Item 14. Client Referrals and Other Compensation
Client Referrals
PWA does not currently provide compensation to any third-party solicitors for client referrals.
Other Compensation
PWA economic benefits from Schwab. The benefits, conflicts of interest and how they are addressed are
discussed above in response to Item 12
Item 15. Custody
PWA’s Agreement and/or the separate agreement with any Financial Institution may authorize PWA
through such Financial Institution to debit the client’s account for the amount of PWA’s fee and to directly
remit that management fee to PWA in accordance with applicable custody rules.
The Financial Institutions recommended by PWA have agreed to send a statement to the client, at least
quarterly, indicating all amounts disbursed from the account including the amount of management fees paid
directly to PWA. In addition, as discussed in Item 13, PWA also sends periodic supplemental reports to
clients. Clients should carefully review the statements sent directly by the Financial Institutions and
compare them to those received from PWA.
Surprise Independent Examination
In addition, the Firm is deemed to have custody over clients’ cash, bank accounts or securities (for reasons
other than those discussed above). The Firm is required to engage an independent accounting Firm to
perform a surprise annual examination of those assets and accounts over which it maintains custody. Any
related opinions issued by an independent accounting Firm are filed with the SEC and are publicly available
on the SEC’s Investment Adviser Public Disclosure website. The Firm does not have physical custody of
client funds as they are maintained with an independent qualified custodian.
Item 16.
Investment Discretion
PWA is given the authority to exercise discretion on behalf of clients. PWA is considered to exercise
investment discretion over a client’s account if it can effect transactions for the client without first having to
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seek the client’s consent. PWA is given this authority through a power-of-attorney included in the
agreement between PWA and the client. Clients may request a limitation on this authority (such as certain
securities not to be bought or sold). PWA takes discretion over the following activities:
• The securities to be purchased or sold;
• The amount of securities to be purchased or sold;
• When transactions are made; and
• The Independent Managers to be hired or fired.
Item 17. Voting Client Securities
PWA is required to disclose if it accepts authority to vote client securities. PWA does not vote client
securities on behalf of its clients. Clients receive proxies directly from the Financial Institutions.
Item 18. Financial Information
PWA is not required to disclose any financial information pursuant to this Item due to the following:
• The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more
in advance of services rendered;
• The Firm does not have a financial condition that is reasonably likely to impair its ability to meet
contractual commitments to clients; and
• The Firm has not been the subject of a bankruptcy petition at any time during the past ten years.
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Prepared by:
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