Overview
- Headquarters
- Findlay, OH
- Average Client Assets
- $0.4 million
- Minimum Account Size
- $500,000
- SEC CRD Number
- 290349
Fee Structure
Primary Fee Schedule (2A BROCHURE)
| Min | Max | Marginal Fee Rate |
|---|---|---|
| $0 | $500,000 | 1.00% |
| $500,001 | $2,000,000 | 0.75% |
| $2,000,001 | $5,000,000 | 0.50% |
| $5,000,001 | $10,000,000 | 0.25% |
| $10,000,001 | and above | 0.20% |
Illustrative Fee Rates
| Total Assets | Annual Fees | Average Fee Rate |
|---|---|---|
| $1 million | $8,750 | 0.88% |
| $5 million | $31,250 | 0.62% |
| $10 million | $43,750 | 0.44% |
| $50 million | $123,750 | 0.25% |
| $100 million | $223,750 | 0.22% |
Clients
- HNW Share of Firm Assets
- 55.22%
- Total Client Accounts
- 816
- Discretionary Accounts
- 801
- Non-Discretionary Accounts
- 15
Services Offered
Services: Financial Planning, Portfolio Management for Individuals, Pension Consulting, Investment Advisor Selection
Regulatory Filings
Primary Brochure: 2A BROCHURE (2026-03-24)
View Document Text
ITEM 1 – COVER PAGE
Part 2A of Form ADV: Firm Brochure
Resolute Wealth Advisor, Inc.
1100 East Main Cross Street, Suite 157
Findlay, OH 45840
419-422-4400
www.resoluteadvisor.com
March 24, 2026
This brochure provides information about the qualifications and business practices of Resolute
Wealth Advisor, Inc. (“RWA”). If you have any questions about the contents of this brochure,
please contact us at 419-422-4400. 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. RWA is a Registered Investment Adviser. Registration as an Investment Adviser with
the United States Securities and Exchange Commission or any state securities authority does not
imply a certain level of skill or training.
Additional information about RWA is available on the SEC’s website at www.adviserinfo.sec.gov.
You can search this site by a unique identifying number, known as a IARD number. The IARD
number for Resolute Wealth Advisor, Inc. is 290349.
Resolute Wealth Advisor, Inc.
FORM ADV 2A Brochure | March 2026
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ITEM 2 – MATERIAL CHANGES
Summary of Material Changes
This section of the Brochure will address only those “material changes” that have been
incorporated since our last delivery or posting of this document on the SEC’s public
disclosure website (IAPD) SEC Adviser Info.
Listed below are the material changes made to our Brochure since our last Annual ADV
Amendment filing made on March 21, 2025:
• No material changes to report
If you would like another copy of this Brochure, please contact our Chief Compliance
Officer Scott Hohman at 419-422-4400.
We encourage you to read this document in its entirety.
Resolute Wealth Advisor, Inc.
FORM ADV 2A Brochure | March 2026
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ITEM 3 – TABLE OF CONTENTS
1
ITEM 1 – COVER PAGE
2
ITEM 2 – MATERIAL CHANGES
3
ITEM 3 – TABLE OF CONTENTS
4
ITEM 4 – ADVISORY BUSINESS
9
ITEM–5 - FEES AND COMPENSATION
13
ITEM 6 - PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT
13
ITEM 7 - TYPES OF CLIENTS
14
ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
20
ITEM 9 - DISCIPLINARY INFORMATION
20
ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
21
ITEM 11 - CODE OF ETHICS PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND
PERSONAL TRADING
22
ITEM 12 - BROKERAGE PRACTICES
27
ITEM 13 - REVIEW OF ACCOUNTS
28
ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION
29
ITEM 15 – CUSTODY
30
ITEM 16 – INVESTMENT DISCRETION
31
ITEM 17 – VOTING CLIENT SECURITIES
31
ITEM 18 – FINANCIAL INFORMATION
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ITEM 4 – ADVISORY BUSINESS
This Disclosure document is being offered to you by Resolute Wealth Advisor, Inc. (“RWA”
or “Firm”) about the investment advisory services we provide. It discloses information
about our services and the way those services are made available to you, the client.
We are an investment management firm located in Findlay, Ohio. We make our advisory
services available to a wide variety of clients including, but not limited to, individuals, high
net worth
individuals, employer sponsored retirement plans, trusts, charitable
organizations, corporations, and business entities. Our Firm became a registered
investment adviser in November 2017. Scott Hohman founded the firm and owns 100%
of the firm.
We are committed to helping clients build, manage, and preserve their wealth, and to
provide assistance that helps clients to achieve their stated financial goals. We will offer
an initial complimentary discovery meeting upon our discretion; however, investment
advisory services are initiated only after you and our firm executes an Investment
Management Agreement.
Investment and Wealth Management and Supervision Services
We manage advisory accounts on a discretionary and non-discretionary basis. For
discretionary accounts, once we have determined a profile and investment plan with a
client, we will execute the day-to-day transactions without seeking prior client consent.
Account supervision is guided by the written profile and investment plan of the client. We
primarily allocate client assets among cash, various mutual funds, exchange-traded funds
(“ETFs”), , individual debt (bonds), equity securities, and where deemed appropriate we
will include alternative investments, in accordance with the clients stated investment
objectives. All of which are considered asset allocation categories for the client’s
investment strategy.
During personal discussions with clients, we determine the client’s objectives, time
horizons, risk tolerance and liquidity needs. As appropriate, we also review a client’s prior
investment history, as well as family composition and background. Based on client needs,
we develop and document in writing, a client’s personal profile and investment plan. We
then create and manage the client’s investments based on that policy and plan. Clients
may impose reasonable restrictions on managing the accounts if the conditions do not
impact the performance of a management strategy.
It is the client’s obligation to notify us immediately if circumstances have changed with
respect to their goals.
Once we have determined the types of investments to be included in your portfolio and
allocated them, we will provide ongoing investment review and management services.
This approach requires us to periodically review your portfolio.
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If a discretionary relationship is in place, we will rebalance the portfolio, as we deem
appropriate, to meet your financial objectives. We trade these portfolios and rebalance
them based on the combination of our market views and your investment objectives,
using our investment process. We tailor our advisory services to meet the needs of our
clients and seek to ensure that your portfolio is managed in a manner consistent with
those needs and objectives.
For accounts designated as “non-discretionary,” RWA will render investment advice and
recommendations, but all investment decisions will be made by you, the client. No
purchase, sale, or other transaction(s) will be made with respect to any security or other
assets in the Account without your authorization. You retain control over all investment
decisions in your Account. You have the discretion to follow, or not to follow the
investment advice provided to you by RWA.
Where appropriate, we provide advice about any type of legacy position held in client
portfolios. Typically, these are assets that are ineligible to be custodied at our primary
custodian. Clients will engage us to advise on certain investment products that are not
maintained at their primary custodian, such as variable life insurance, annuity contracts
and assets held in employer sponsored retirement plans and qualified tuition plans (i.e.,
529 plans).
In all cases, you have a direct and beneficial interest in your securities, rather than an
undivided interest in a pool of securities. We do have limited authority to direct the
Custodian to deduct our investment advisory fees from your accounts, but only with the
appropriate written authorization from you.
You are advised and are expected to understand that our past performance is not a
guarantee of future results. Certain market and economic risks exist that adversely affect
an account’s performance. This could result in capital losses in your account.
Envestnet’s Fund Strategist Portfolios Program
Our Firm may utilize Envestnet’s Fund Strategist Portfolios Program (“FSP”) when
appropriate based on a client’s investment needs, account size, or objectives. Through
the FSP program, Envestnet’s platform provides access to model portfolios constructed
and managed by third-party strategists (“FSP Managers”). RWA is responsible for
selecting the appropriate FSP strategy for the client based on the client’s investment
profile, risk tolerance, time horizon, and objectives. Once an FSP strategy is selected, the
FSP Manager retains investment discretion over the day-to-day management of the
model portfolio, including buy, sell, and rebalancing decisions. RWA does not retain
investment discretion over the specific holdings within the FSP portfolio. RWA will
monitor FSP accounts on an ongoing basis and is responsible for determining whether the
selected FSP strategy remains appropriate for the client. RWA will recommend a change
in FSP strategy when a client’s investment profile or objectives change materially. For
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eligible accounts on the Envestnet platform utilizing FSP, clients may also elect to enroll
in the Tax and/or Impact Overlay services offered directly by Envestnet, where applicable.
Schwab Pledged Asset Line
For clients seeking asset-backed lending solutions, our Firm may assist in facilitating a
Pledged Asset Line (“PAL”) through Charles Schwab Bank, SSB. A PAL is a non-purpose
revolving line of credit available on eligible non-qualified accounts held in custody at
Schwab, in which the client’s investment assets serve as collateral for the line of credit.
RWA will work with Schwab to help identify whether a client may be eligible and to assist
with the application process; however, the PAL is a credit product offered directly by
Schwab Bank, and RWA is not a party to the credit agreement between the client and
Schwab Bank. The decision to apply for and maintain a PAL, including the determination
of collateral, credit limit, and repayment terms, is made by the client and Schwab Bank.
Clients are not obligated to utilize a Pledged Asset Line and may seek financing through
any other lender or institution of their choosing.
At no time will our Firm accept or maintain custody of client funds or securities in
connection with a Pledged Asset Line, except for the limited authority as outlined in Item
15 – Custody. All client assets will be managed within the designated accounts at the
Custodian, pursuant to the terms of the advisory agreement. For a discussion of the risks
associated with pledged asset lending, please see Item 8 – Methods of Analysis,
Investment Strategies and Risk of Loss.
Financial Planning
Financial advisory services provided by us may include the analysis of your situation and
assistance in identifying and implementing appropriate financial planning and investment
management techniques to help you meet your specific financial objectives. Such services
may include a written financial analysis and specific or general investment and/or plan-
ning recommendations.
In preparing your financial plan, we may address five areas of financial planning. These
include financial planning, money management, tax, estate and insurance planning.
Our specific services in preparing your plan may include:
• Review and clarification of your financial goals.
• Assessment of your overall financial position.
• Development of a goal-oriented investment plan.
• Facilitate the implementation, in conjunction with your estate and/or corporate
attorneys as tax advisor, of an estate plan to provide for you and/or your heirs in
the event of an incapacity or death.
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• Assisting in the development of a retirement plan, risk management plan and suc-
cession plan for your business, if applicable.
Employee Sponsored Retirement Plan Services
For employer-sponsored retirement plans with participant-directed investments, RWA
provides its advisory services as an investment advisor as defined under Section 3(21) and
3(38) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
When serving as an ERISA 3(21) investment advisor, the plan sponsor and RWA share
fiduciary responsibility. The plan sponsor retains ultimate decision-making authority for
the investments and may accept or reject the recommendations in accordance with the
terms of a separate ERISA 3(21) Investment Advisor Agreement between RWA and the
plan sponsor. RWA provides the following services to the plan sponsor:
investments and suggests replacement
investments when
• Screen investments and make recommendations.
• Monitor the
appropriate.
• Provide an investment monitoring report at least annually.
• Assist the plan sponsor in developing an Investment Policy Statement (“IPS”).
• Provide a comprehensive fiduciary investment review designed to meet Plan
Sponsor fiduciary responsibility and enhance the participant experience. This
includes fiduciary education as requested by the Department of Labor (DOL).
When serving as an ERISA 3(38) investment manager, the plan sponsor is relieved of all
fiduciary responsibility for the investment decisions made by RWA. RWA is a discretionary
investment manager in accordance with the terms of a separate ERISA 3(38) Investment
Management Agreement between RWA and the plan sponsor. RWA’s investment
management is limited in that it has the discretion solely to replace funds in plan fund
lineups and initiate the transfer of existing balances to the replacements without prior
approval from the client.
RWA provides the following services to the plan sponsor:
• Select the investments.
• Monitor the investments, replace the investments and asset allocations when
appropriate.
• Provide an investment monitoring report at least annually.
• Assist the plan sponsor in developing an Investment Policy Statement (“IPS”).
• Provide a comprehensive fiduciary investment review designed to meet Plan
Sponsor fiduciary responsibility and enhance the participant experience. This
includes fiduciary education as requested by the Department of Labor (DOL).
Our goal in identifying the plan’s investment options is to provide a range of options that
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FORM ADV 2A Brochure | March 2026
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will enable plan participants to invest according to varying risk tolerances, savings time
horizons or other financial goals. The plan’s investment options may consist of ETFs, CITs,
mutual funds, model portfolios, or other similar investment funds. The investment funds
from which our Firm will select from will be those that are available on the plan record-
keeper’s investment platform.
We provide Plan consulting services separately or combined. Clients may choose to use
any or all these services as indicated on the Investment Advisory Agreement with our
Firm.
Participant Education
For pension, profit sharing and 401(k) plan clients in self-directed plans, we may provide
periodic educational support, electronic educational materials and investment workshops
designed for the plan participants, if provided for in our agreement with the client. Topics
to be discussed will be determined in conjunction with the plan sponsor and in
accordance with guidelines established in ERISA Section 404(c). The educational support
and investment workshops will not provide plan participants with individualized, tailored
investment advice or individualized, tailored asset allocation recommendations.
Consulting
Our clients usually have other assets which are held away, where we are not the advisor
of record or otherwise associated with the account. In some cases, we provide clients
investment advice on existing brokerage or retirement accounts, direct business with
mutual funds, shares directly issued to shareholders, individual bonds, securities
(including private placements) and real estate as well as insurance products such as
annuities.
We also provide clients investment advice on a more-limited basis on one-or-more
isolated areas of concern such as estate planning, real estate, retirement planning, or any
other specific topic. Additionally, we provide advice on non-securities matters about the
rendering of estate planning, insurance, Medicare, real estate, and/or annuity advice or
any other business advisory/consulting services for equity or debt investments in privately
held businesses. In these cases, you will be required to select your own investment
managers, custodian and/or insurance companies for the implementation of consulting
recommendations. If your needs include brokerage and/or other financial services, we will
recommend the use of one of several investment managers, brokers, banks, custodians,
insurance companies or other financial professional ("Firms"). You must independently
evaluate these Firms before opening an account or transacting business and have the right
to effect business through any firm you choose. You have the right to choose whether to
follow the consulting advice that we provide.
Disclosure Regarding Rollover Recommendations
We are fiduciaries under the Investment Advisers Act of 1940 and when we provide
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FORM ADV 2A Brochure | March 2026
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investment advice to you regarding your retirement plan account or individual retirement
account, we are also fiduciaries within the meaning of Title I of the Employee Retirement
Income Security Act and/or the Internal Revenue Code, as applicable, which are laws
governing retirement accounts. We have to act in your best interest and not put our
interest ahead of yours. At the same time, the way we make money creates some conflicts
with your interests.
A client or prospect leaving an employer typically has four options regarding an existing
retirement plan (and may engage in a combination of these options): (i) leave the money
in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s
plan, if one is available and rollovers are permitted, (iii) rollover to an Individual
Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending
upon the client’s age, result in adverse tax consequences). Our Firm may recommend an
investor roll over plan assets to an IRA for which our Firm provides investment advisory
services. As a result, our Firm and its representatives may earn an asset-based fee. In
contrast, a recommendation that a client or prospective client leave their plan assets with
their previous employer or roll over the assets to a plan sponsored by a new employer will
generally result in no compensation to our Firm. Our Firm therefore has an economic
incentive to encourage a client to roll plan assets into an IRA that our Firm will manage,
which presents a conflict of interest. To mitigate the conflict of interest, there are various
factors that our Firm will consider before recommending a rollover, including but not
limited to: (i) the investment options available in the plan versus the investment options
available in an IRA, (ii) fees and expenses in the plan versus the fees and expenses in an
IRA, (iii) the services and responsiveness of the plan’s investment professionals versus
those of our Firm, (iv) protection of assets from creditors and legal judgments, (v) required
minimum distributions and age considerations, and (vi) employer stock tax consequences,
if any. Our Firm’s Chief Compliance Officer remains available to address any questions that
a client or prospective client has regarding the oversight.
Wrap Fee Program
We do not sponsor a wrap fee program.
Assets
As of December 31, 2025, our firm has a total of $ 293,754,297 in assets under our
management. We manage $ 214,322,209 on a discretionary basis and $ 79,432,088 on a
non-discretionary basis.
ITEM–5 - FEES AND COMPENSATION
Investment Management Fees and Compensation
Our Firm charges a fee as compensation for providing investment management services
on your account. These services include advisory services, trade entry, investment
supervision, and other account-maintenance activities. Our custodian may charge
custodial fees, redemption fees, retirement plan and administrative fees. See Additional
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Fees and Expenses below for additional details.
The fees for investment management are based on an annual percentage of assets under
management and are applied to the household asset value on a pro-rata basis and billed
quarterly in arrears. The initial fee will be based upon the average daily balance of the
partial quarter, prorated for the number of days in the quarter that your account is under
our management. Thereafter, the quarterly fee will be calculated on the average daily
balance of the portfolio during the calendar quarter. The average daily balance will be
determined as reported by the Custodian. Fees are assessed on all assets under
management, including securities, cash, and money market balances. When applicable
and noted in Appendix A of the Investment Management Agreement, legacy positions will
also be excluded from the fee calculation.
Our tiered fee schedule for investment management is as follows:
$0-$499,999
$500,000-$1,999,999
$2,000,000-$4,999,999
$5,000,000-$9,999,999
$10,000,000 and up
1.00%
0.75%
0.50%
0.25%
0.20%
The specific advisory fees are set forth in your Investment Advisory Agreement. Fees may
vary based on the size of the account, complexity of the portfolio, extent of activity in the
account or other reasons agreed upon by us and you as the client. In certain
circumstances, our fees and the timing of the fee payments may be negotiated.
Unless otherwise instructed by the Client, we will aggregate related client accounts for
the purposes of determining the account size and annualized fee. The common practice
is often referred to as “house-holding” portfolios for fee purposes and may result in lower
fees than if fees were calculated on portfolios separately. Our method of house-holding
accounts for fee purposes looks at the overall family dynamic and relationship.
The independent qualified custodian holding your funds and securities will debit your
account directly for the advisory fee and pay that fee to us. You will provide written
authorization permitting the fees to be paid directly from your account held by the
qualified custodian. Further, the qualified custodian agrees to deliver an account
statement to you on a quarterly basis indicating all the amounts deducted from the
account including our advisory fees.
Either RWA or you may terminate the management agreement immediately upon written
notice to the other party. The management fee will be pro-rated to the date of
termination, for the quarter in which the cancellation notice was given and the unearned
fee billed to you. Upon termination, you are responsible for monitoring the securities in
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your account, and we will have no further obligation to act or advise with respect to those
assets. For clients whose agreements terminate due to death, Resolute Wealth will waive
any earned fees that have not been billed as of the date of death.
Envestnet’s Fund Strategist Portfolios Program Fee
The Envestnet program fee is calculated by applying the applicable annual fee schedule
set forth in the Statement of Investment Selection ("SIS") to the asset value of the Account
assets invested in a Program option. The value of the Account assets is determined quar-
terly on an Account-by-Account basis and not in the aggregate. The initial Program Fee
will equal, on an annualized basis, the percentage set forth in the fee schedule in the SIS
applied to the fair market value of the Account in the applicable category.
For accounts utilizing the Fund Strategist Portfolios ("FSP") program, the Program Fee in-
cludes the FSP Manager's strategist fee and Envestnet's platform fee, which are combined
into a single all-in program fee disclosed in the SIS. The FSP program fee is separate from
and in addition to RWA's investment advisory fee described above. RWA or Envestnet will
instruct the Account custodian to deduct the Program Fee from the Account(s). The Pro-
gram Fee for FSP accounts is debited quarterly in advance. You are responsible for verify-
ing the accuracy of the Program Fee calculation.
Envestnet receives a portion of the Program Fee for the investment management and/or
administrative services it provides to the Accounts. Fees due to the FSP Manager are paid
by Envestnet out of the Program Fee. The total Program Fee charged will vary depending
upon the FSP strategy selected and the applicable fee schedule in your SIS. The combined
total of RWA's advisory fee and the Envestnet Program Fee represents the all-in cost of
investment management for FSP accounts, exclusive of custodial charges and fund-level
expenses described below.
Employee Sponsored Retirement Plan Fees
We charge an annual fee as negotiated with the client and disclosed in the Employer
Sponsored Retirement Plans Investment Advisory Agreement. The compensation method
is explained and agreed upon in advance before any services are rendered. Fees for
Retirement Plans are as follows:
First $999,999
$1,000,000-$3,999,999
$4,000,000-$7,999,999
$7,000,000-$9,999,999
Amounts Over $10,000,000
0.75%
0.35%
0.25%
0.20%
0.15%
Plan advisory services begin with the effective date of the Investment Advisory Agreement,
which is the date you sign the Investment Advisory Agreement. For that calendar month
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or quarter, fees will be adjusted pro rata based upon the number of calendar days in the
calendar month or quarter that the Agreement was effective. Our fee is generally billed in
arrears on the last business day of the calendar month or quarter, as indicated on the
Advisory Agreement Appendix A and as agreed to by the Custodian of the Plan. For Plans
where our fee is billed to the custodian, the fee is deducted directly from the participant
accounts. Written authorization permitting us to be paid directly from the custodial
account is outlined in the Investment Advisory Agreement.
Either party may terminate the Investment Advisory Agreement at any time upon
immediate notice. You are responsible to pay for services rendered until the termination
of the agreement. We never receive prepayment of more than $1,200 in fees per client,
six (6) or more months in advance of providing any services.
Schwab Pledged Asset Line
RWA does not receive a referral fee or any other compensation from Schwab Bank in
connection with the facilitation of a Pledged Asset Line. Our Firm’s assistance in facilitat-
ing a Schwab PAL is described in Item 4 – Advisory Business. Clients are not required to
establish a Pledged Asset Line through Schwab and may select any lender of their choos-
ing. Our Firm is entitled to receive its standard investment advisory fees for managing
assets held in accounts that serve as collateral for a Pledged Asset Line, as these assets
remain under our management.
For additional information related to the risks involved non-purpose loans and lines of
credit, please see Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss.
Financial Planning & Consulting Fees
Our firm also provides financial plans consistent with your individual financial and
risk/reward objectives and consulting services. Planning may focus on investments,
insurance, taxes and/or estate plans. Our fixed fees range from $2,500 to $15,000. Fees
are negotiable. Any fees agreed to will be documented in writing and acknowledged with
the client’s signature.
We may collect a portion of the estimated fee in advance as a retainer and will bill for
actual hours in arrears of the project. The fee for a financial plan is a one-time service. You
are encouraged to update financial plans on an annual basis. Our fee for a financial plan
is in addition to commissions, advisory fees and consulting fees to be received for
implementing any recommendations made under the plan. Fees more than $1,200 are
not collected for services to be performed more than six months in advance.
The agreement may be terminated by either party at any time. Notice may be communi-
cated by electronic mail or phone and confirmed in writing. A refund of the unearned
fees will be made based on time and effort expended before termination. The Agree-
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ment terminates upon delivery of the financial plan or the completion of the project. Af-
ter the financial plan has been delivered or the consulting project completed, no refunds
will be made, and all fees are due and payable.
Administrative Services
We have contracted with Tamarac to utilize a technology platform to support data
reconciliation, performance reporting, fee calculation and billing, research, client
database maintenance, quarterly performance evaluations, payable reports, web site
administration, trading platforms, and other functions related to the administrative tasks
of managing client accounts. Due to this arrangement, Tamarac will have access to client
accounts, but will not serve as an investment advisor to our clients. RWA and Tamarac
are non-affiliated companies. Our Firm pays an annual fee for each account administered
by Tamarac. Please note that the fee charged to the client will not increase due to the
annual fee RWA pays to Tamarac, the annual fee is paid from the portion of the
management fee retained by RWA.
There may be a possibility for price or account value discrepancies due to quarter-end
transactions in an account. Dividends or trade date settlements may occur, and our third-
party billing software may report a slight difference in account valuation at quarter end
compared to what is reported on your statement from the Custodian. Our firm has the
ability to produce billing summaries, which can be provided upon request.
Additional Fees and Expenses
In addition to the advisory fees paid to our Firm, 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, 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. RWA’s brokerage practices are described at length in Item 12,
below. Neither our Firm nor its supervised persons accept compensation for the sale of
securities or other investment products. Further, our firm does not share in any of these
additional fees and expenses outlined above.
ITEM 6 - PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT
We do not charge advisory fees on a share of the capital appreciation of the funds or
securities in a client account (so-called performance-based fees) nor engage side by side
management.
ITEM 7 - TYPES OF CLIENTS
We provide investment advice to individuals, high net worth individuals, employer
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sponsored retirement plans, trusts, charitable organizations, corporations, and business
entities. We have a minimum initial account value of $500,000 for opening accounts. We
may waive this minimum, at the firm’s discretion, on a client-by-client basis.
ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
Our investment philosophy is grounded in the fundamental assertion that capital markets
reward investors over the long-term and that risk and return are related. Our first
objective is to understand your needs, goals, values, and financial situation to form a
portfolio structure appropriate to your situation. If deemed appropriate, we may utilize
alternative investments in portfolio management.
Our core beliefs in portfolio construction stem from the following principles:
1. Risk and Return are related.
Stocks have higher expected returns than fixed income securities. There are
additional factors attributable to stocks that RWA seeks to provide greater
emphasis to as part of an equity allocation based on historical risk and return
characteristics:
• Value – Assets whose price is low relative to the asset’s fundamental value
• Momentum – Assets that have performed well recently
• Quality – Companies that exhibited higher profitability
• Size – Smaller company stocks (This factor is less emphasized than others
given the additional risks associated.)
2. Markets are efficient.
Current prices incorporate all available information, expectations, and the market
is the best approximation of value. Our fundamental belief is that consistently
“timing” the market successfully is unlikely and is not suggested for the bulk of
your assets. It is not our common practice to manage portfolios where timing in
and out of the market. At your specific request, we may consider some of these
strategies on a limited basis.
3. Diversification is Key.
As a result of our belief that the market is efficient and that “timing” does not lead
to consistent success, we believe that it is important to have a portfolio that is
diversified. This is not only accomplished with an appropriate mix of small and
large cap stocks, value and growth stocks and fixed income, but also by achieving
multiple country exposure in these asset classes. Our portfolio structure is based
on achieving global diversification and that asset allocation, not stock picking, is
important in determining your ultimate performance.
Investment Committee
As part of our evolving investment management process, we have formalized an
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investment committee which will meet on at least a quarterly basis.
Our Firm may include mutual funds and exchange traded funds, (“ETFs”) in our
investment strategies. Our policy is to purchase institutional share classes of those mutual
funds selected for the client’s portfolio. The institutional share class generally has the
lowest expense ratio. The expense ratio is the annual fee that all mutual funds or ETFs
charge their shareholders. It expresses the percentage of assets deducted each fiscal year
for funds expenses, including 12b-1 fees, management fees, administrative fees,
operating costs, and all other asset-based costs incurred by the fund. Some fund families
offer different classes of the same fund, and one share class may have a lower expense
ratio than another share class. These expenses come from client assets which could
impact the client’s account performance. Mutual fund expense ratios are in addition to
our fee, and we do not receive any portion of these charges. If an institutional share class
is not available for the mutual fund selected, the adviser will purchase the least expensive
share class available for the mutual fund. As share classes with lower expense ratios
become available, we may use them in the client’s portfolio, and/or convert the existing
mutual fund position to the lower cost share class. Clients who transfer mutual funds into
their accounts with our Firm would bear the expense of any contingent or deferred sales
loads incurred upon selling the product. If a mutual fund has a frequent trading policy,
the policy can limit a client’s transactions in shares of the fund (e.g., for rebalancing,
liquidations, deposits or tax harvesting). All mutual fund expenses and fees are disclosed
in the respective mutual fund prospectus.
Risk of Loss
Clients must understand that past performance is not indicative of future results.
Therefore, current, and prospective clients should never assume that future performance
of any specific investment or investment strategy will be profitable. Investing in securities
involves risk of loss. Further, depending on the different types of investments there will
be varying degrees of risk. Clients and prospective clients should be prepared to bear
investment loss including loss of original principal.
Because of the inherent risk of loss associated with investing, our Firm is unable to
represent, guarantee, or even imply that our services and methods of analysis can or will
predict future results, successfully identify market tops or bottoms, or insulate you from
losses due to market corrections or declines.
Investors should be aware that accounts are subject to the following risks:
Market Risk — Even a long-term investment approach cannot guarantee a profit.
Economic, political, and issuer-specific events will cause the value of securities to
rise or fall. Because the value of investment portfolios will fluctuate, there is the
risk that you will lose money and your investment may be worth more or less upon
liquidation.
Foreign Securities and Currency Risk — Investments in international and
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include exposure to risks such as currency
emerging-market securities
fluctuations, foreign taxes and regulations, and the potential for illiquid markets
and political instability.
Capitalization Risk — Small-cap and mid-cap companies may be hindered as a
result of limited resources or less diverse products or services, and their stocks
have historically been more volatile than the stocks of larger, more established
companies.
Alternative Investment Risk — Our Firm’s use of alternative assets is limited to
the
investments approved on our recommended Alternative Investments
platform in addition to publicly traded ETFs or ‘40 Act’ funds with specific exposure
in commodities, long/short strategies, non-traded, and covered call writing.
Investments classified as "alternative investments" may include a broad range of
underlying assets including, but not limited to, hedge funds, private equity,
venture capital, and registered, publicly traded securities.
Alternative investments are speculative, not suitable for all clients and intended
for only experienced and sophisticated investors who are willing to bear the high
risk of the investment, which can include: loss of all or a substantial portion of the
investment due to leveraging, short-selling, or other speculative investment
practices; lack of liquidity in that there may be no secondary market for the fund
and none expected to develop; volatility of returns; potential for restrictions on
transferring interest in the fund; potential lack of diversification and resulting
higher risk due to concentration of trading authority with a single advisor; absence
of information regarding valuations and pricing; potential for delays in tax
reporting; less regulation and typically higher fees than other investment options
such as mutual funds. The SEC requires investors be accredited to invest in these
more speculative alternative investments. Investing in a fund that concentrates its
investments in a few holdings may involve heightened risk and result in greater
price volatility.
Non-Liquid Alternative Investment Risk — From time to time, our Firm will
recommend to certain qualifying clients that a portion of such clients’ assets be
in private funds, private fund-of-funds and/or other alternative
invested
investments (collectively, “Nonliquid Alternative
Investments”). Nonliquid
Alternative Investments are not suitable for all of our Firm’s clients and are offered
only to those qualifying clients for whom our Firm believes such an investment is
suitable and in line with their overall investment strategy. Nonliquid Alternative
Investments typically are available to only a limited number of sophisticated
investors who meet the definition of “accredited investor” under Regulation D of
the Securities Act of 1933, as amended (the “Securities Act”), or “qualified client”
under the Investment Advisers Act of 1940, or “qualified purchaser” under the
Investment Company Act of 1940. Nonliquid Alternative Investments present
special risks for our Firm’s clients, including without limitation, limited liquidity,
higher fees and expenses, volatile performance, no assurance of investment
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returns, heightened risk of loss, limited transparency, additional reliance on
underlying management of the investment, special tax considerations, subjective
valuations, use of leverage and limited regulatory oversight. When a Nonliquid
Alternative Investment invests part or all of its assets in real estate properties,
there are additional risks that are unique to real estate investing, including but not
limited to: limitations of the appraisal value; the borrower’s financial conditions
(if the underlying property has been obtained by a loan), including the risk of
foreclosures on the property; neighborhood values; the supply of and demand for
properties of like kind; and certain city, state and/or federal regulations.
Additionally, real estate investing is also subject to possible loss due to uninsured
losses from natural and man-made disasters. The above list is not exhaustive of all
risks related to an investment in Nonliquid Alternative Investments. A more
comprehensive discussion of the risks associated with a particular Nonliquid
Investment is set forth in that fund’s offering documents, which will be provided
to each client subscribing to a Nonliquid Alternative Investment, for review and
consideration. It is important that each potential, qualified investor carefully read
each offering or private placement memorandum prior to investing.
Interest Rate Risk — In a rising rate environment, the value of fixed-income
securities generally declines, and the value of equity securities may be adversely
affected.
Credit Risk — Credit risk is the risk that the issuer of a security may be unable to
make interest payments and/or repay principal when due. A downgrade to an
issuer’s credit rating or a perceived change in an issuer’s financial strength may
affect a security’s value and, thus, impact the fund’s performance.
Securities Lending Risk — Securities lending involves the risk that the fund loses
money because the borrower fails to return the securities in a timely manner or
at all. The fund could also lose money if the value of the collateral provided for
loaned securities, or the value of the investments made with the cash collateral,
falls. These events could also trigger adverse tax consequences for the fund.
Pledged Asset Line and Non-Purpose Lending Risk — Clients who establish a
Pledged Asset Line (“PAL”) or other non-purpose line of credit secured by
investment assets assume a number of risks. A PAL is collateralized by assets held
in a client’s non-qualified account at Schwab, and a significant decline in the
market value of those pledged assets may trigger a maintenance call, requiring
the client to deposit additional collateral or repay a portion of the outstanding
balance. Failure to meet a maintenance call may result in Schwab Bank liquidating
pledged securities without prior notice to the client or RWA, which could generate
adverse tax consequences and disrupt the client’s investment strategy. Additional
risks include, but are not limited to, increases in interest rates on the variable-rate
line of credit, reduction in the available credit limit due to market movements,
and the risk that proceeds from the sale of liquidated collateral may be insufficient
to fully repay the outstanding balance. Clients should carefully review all terms
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and conditions of any Pledged Asset Line agreement with Schwab Bank prior to
establishing a PAL.
Exchange-Traded Funds Risk— ETFs face market-trading risks, including the
potential lack of an active market for shares, losses from trading in the secondary
markets and disruption in the creation/redemption process of the ETF. Any of
these factors may lead to the fund’s shares trading at either a premium or a
discount to its “net asset value.”
Performance of Underlying Managers Risk — We select the mutual funds and
ETFs in the asset allocation portfolios. However, we depend on the manager of
such funds to select individual investments in accordance with their stated in-
vestment strategy.
Digital Currency Risk — Our Firm’s use of digital currency in a client portfolio is
limited only to publicly traded securities that passively or actively invest in digital
currency assets. The shares of certain Products are also publicly quoted on OTC
Markets and shares that have become unrestricted in accordance with the rules
and regulations of the SEC may be bought and sold throughout the day through
any brokerage account. Cryptocurrency (notably, bitcoin), often referred to as
“virtual currency”, “digital currency,” or “digital assets,” operates as a
decentralized, peer-to-peer financial exchange and value storage that is used like
money. If deemed appropriate, client may have exposure to bitcoin, digital
currency, or cryptocurrency. Cryptocurrency operates without central authority
or banks and is not backed by any government. Cryptocurrencies (i.e., bitcoin) may
experience very high volatility. Cryptocurrency is also not legal tender. Federal,
state, or foreign governments may restrict the use and exchange of
cryptocurrency, and regulation in the U.S. is still developing. The SEC has issued a
public report stating U.S. federal securities laws require treating some digital
assets as securities. Cryptocurrency exchanges may stop operating or
permanently shut down due to fraud, technical glitches, hackers, or malware. Due
to its relatively recent launch, bitcoin has a limited trading history, making it
difficult for investors to evaluate investments in this cryptocurrency. It is possible
that another entity could manipulate the blockchain in a manner that is
detrimental to the bitcoin network. Bitcoin transactions are irreversible such that
an improper transfer can only be undone by the receiver of the bitcoin agreeing
to return the bitcoin to the original sender. Digital assets are highly dependent on
their developers and there is no guarantee that development will continue or that
developers will not abandon a project with little or no notice. Third parties may
assert intellectual property claims relating to the holding and transfer of digital
assets, including cryptocurrencies, and their source code. Any threatened action
that reduces confidence in a network’s long-term ability to hold and transfer
cryptocurrency may affect investments in cryptocurrencies. Investments in the
Products are speculative investments that involve high degrees of risk, including a
partial or total loss of invested funds. The shares of each Product are intended to
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reflect the price of the digital asset(s) held by such Product (based on digital
asset(s) per share), less such Product’s expenses and other liabilities. Because
each Product does not currently operate a redemption program, there can be no
assurance that the value of such Product’s shares will reflect the value of the
assets held by such Product, less such Product’s expenses and other liabilities, and
the shares of such Product, if traded on any secondary market, may trade at a
substantial premium over, or a substantial discount to, the value of the assets held
by such Product, less such Product’s expenses and other liabilities, and such
Product may be unable to meet its investment objective.
Real Estate Securities And Related Derivatives Risk — The Fund may gain expo-
sure to the real estate sector by investing in real estate-linked derivatives, REITs,
and common, preferred and convertible securities of issuers in real estate-related
industries. Each of these types of investments are subject to risks similar to those
associated with direct ownership of real estate, including loss to casualty or con-
demnation, increases in property taxes and operating expenses, zoning law
amendments, changes in interest rates, overbuilding and increased competition,
variations in market value, and possible environmental liabilities.
REITs are subject to management fees and other expenses, and so the Fund, when
investing in REITs, will bear its proportionate share of the costs of the REITs’ oper-
ations. An investment in a REIT or a real estate-linked derivative instrument that
is linked to the value of a REIT is subject to additional risks, such as poor perfor-
mance by the manager of the REIT, adverse changes to the tax laws or failure by
the REIT to qualify for tax-free pass-through of income under the Code. In addi-
tion, some REITs have limited diversification because they invest in a limited num-
ber of properties, a narrow geographic area, or a single type of property. Further-
more, REITs are not diversified because they only operate in the real estate busi-
ness and are heavily dependent on cash flow. Also, the organizational documents
of a REIT may contain provisions that make changes in control of the REIT difficult
and time-consuming.
Concentration Risk — Strategies concentrated in only a few securities, sectors or
industries, regions or countries, or asset classes could expose a portfolio to greater
risk. They may cause the portfolio value to fluctuate more widely than a diversified
portfolio. Overexposure to certain sectors or asset classes (e.g., MLPs, REITs, etc.)
may be detrimental to an investor if there is a negative sector move.
Cybersecurity Risk — In addition to the Material Risks listed above, investing
involves various operational and “cybersecurity” risks. These risks include both
intentional and unintentional events at our firm or one of its third-party
counterparties or service providers, that may result in a loss or corruption of data,
result in the unauthorized release or other misuse of confidential information, and
generally compromise our Firm’s ability to conduct its business. A cybersecurity
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breach may also result in a third-party obtaining unauthorized access to our
clients’ information, including social security numbers, home addresses, account
numbers, account balances, and account holdings. Our Firm has established
business continuity plans and risk management systems designed to reduce the
risks associated with cybersecurity breaches. However, there are inherent
limitations in these plans and systems, including those certain risks may not have
been identified, in large part because different or unknown threats may emerge
in the future. As such, there is no guarantee that such efforts will succeed,
especially because our Firm does not directly control the cybersecurity systems of
our third-party service providers. There is also a risk that cybersecurity breaches
may not be detected.
ITEM 9 - DISCIPLINARY INFORMATION
We do not have any legal, financial, or other “disciplinary” item to report.
ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
Investment Adviser Representatives (“IARs”) of our Firm may act as agents appointed
with various life, disability, or other insurance companies, receive commissions, trails, or
other compensation from the respective product sponsors and/or as a result of effecting
insurance transactions for clients. However, clients should note that they have the right
to decide whether to act on the recommendation and the right to purchase any insurance
products through RWA or its IAR or any licensed insurance agent not affiliated with RWA.
This creates a conflict of interest. We recognize the fiduciary responsibility to act in your
best interest and have established policies in this regard to mitigate this conflict of
interest.
The affiliations listed above are a conflict of interest to our clients. Potential conflicts of
interest also arise to the extent that these non-advisory activities may require a time
commitment from some of our staff, thus limiting the amount of time they can dedicate
to management of advisory client accounts. We endeavor at all times to put the interest
of clients first as part of our fiduciary duty as a registered investment adviser and take the
following steps to address this conflict:
1. We disclose to clients the existence of all material conflicts of interest, including
the potential for related firms to earn compensation from advisory clients in
addition to our advisory fees;
2. We collect, maintain and document accurate, complete and relevant client
background information, including the client’s financial goals, objectives and risk
tolerance;
3. Our management conducts regular reviews of each client account to verify that all
recommendations made to a client are suitable to the client’s needs and
circumstances;
4. We require that our employees seek prior approval of any outside employment
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activity so that we may ensure that any conflicts of interests in such activities are
properly addressed;
5. We periodically monitor these outside employment activities to verify that any
conflicts of interest continue to be properly addressed by our firm; and
6. We educate our employees regarding the responsibilities of a fiduciary, including
the need for having a reasonable and independent basis for the investment advice
provided to clients.
ITEM 11 - CODE OF ETHICS PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
AND PERSONAL TRADING
RWA and persons associated with us are allowed to invest for their own accounts or to
invest in the same securities or other investments that we recommend or acquire for your
account and may engage in transactions that are the same as or different than
transactions recommended to or made for your account. This creates a conflict of
interest. We recognize the fiduciary responsibility to place your interests first and have
established policies in this regard to mitigate any conflicts of interest.
We have developed and implemented a Code of Ethics that sets forth standards of
conduct expected of our advisory personnel to mitigate this conflict of interest. The Code
of Ethics addresses, among other things, personal trading, gifts, the prohibition against
the use of inside information and other situations where there is a possibility for conflicts
of interest.
The Code of Ethics is designed to protect our clients to detect and deter misconduct,
educate personnel regarding the firm’s expectations and laws governing their conduct,
remind personnel that they are in a position of trust and must act with complete propriety
at all times, protect the reputation of RWA, guard against violation of the securities laws,
and establish procedures for personnel to follow so that we may determine whether their
personnel are complying with the firm’s ethical principles.
We have established the following restrictions to ensure our firm’s fiduciary
responsibilities:
1. No director, officer, or supervised employee of RWA shall prefer his or her own
interest to that of the advisory client. Trades for supervised employees are traded
alongside client accounts.
2. Securities holdings are reviewed on a regular basis by an appropriate
officer/individual of RWA.
3. We emphasize the unrestricted right of the client to decline to implement any
advice rendered, except in situations where we are granted discretionary
authority of the client’s account.
4. We emphasize the unrestricted right of the client to select and choose any
custodian (except in situations where we are granted discretionary authority) he
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or she wishes.
5. We require that all supervised individuals must act in accordance with all
applicable Federal and State regulations governing registered investment advisory
practices.
6. Any supervised individual not in observance of the above may be subject to
termination.
You may request a complete copy of our Code by contacting us at the address, telephone,
or email on the cover page of this Part 2; Attn: Chief Compliance Officer.
ITEM 12 - BROKERAGE PRACTICES
Clients must maintain assets in an account at a “qualified custodian,” generally a broker-
dealer or bank.
We generally recommend that our Clients utilize Charles Schwab & Co., Inc. Advisor Ser-
vices ("Schwab"), a registered broker-dealer, Member SIPC, as the qualified Custodian.
Our Firm is independently owned and operated and unaffiliated with Schwab. Schwab will
hold Client assets in a brokerage account and buy and sell securities when our Firm in-
structs them.
While our Firm recommends that Clients use Schwab as a Custodian, Clients must decide
whether to do so and open accounts with Schwab by entering into account agreements
directly with them. The Client opens the accounts with Schwab. The accounts will always
be held in the Client's name and never in our Firm’s.
How Our Firm Selects Custodian-Broker
Our Firm seeks to recommend a Custodian-Broker who will hold Client assets and execute
the transactions on terms that are, overall, most advantageous compared to other avail-
able providers and their services. Our Firm considers a wide range of factors, including,
among others:
• Combination of transaction execution and asset custody services (gener-
ally without a separate fee for custody).
• Capability to execute, clear, and settle trades (buy and sell securities for
Client accounts).
• Capability to facilitate transfers and payments to and from accounts (wire
transfers, check requests, bill payments, etc.).
• The breadth of available investment products (stocks, bonds, mutual
funds, exchange-traded funds [ETFs], etc.).
• Availability of investment research and tools that assist us in making in-
vestment decisions.
• Quality of services.
• Competitiveness of the price of those services (commission rates, other
fees, etc.) and willingness to negotiate the prices.
• Reputation, financial strength, and stability.
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• Prior service to our Firm and our other Clients.
• Availability of other products and services that benefit our Firm, as dis-
cussed below (see “Products And Services Available To Us From Schwab”).
Client Brokerage & Custody Costs
For Clients' accounts, Schwab maintains and generally does not charge separately for cus-
tody services. However, Schwab receives compensation by charging ticket charges or
other fees on trades it executes or settling into Clients' Schwab accounts. In addition to
commissions, Schwab charges a flat dollar amount as a "prime broker" or "trade away"
fee for each trade that our Firm has executed by a different broker-dealer but where the
securities bought or the funds from the securities sold are deposited (settled) into a Cli-
ent’s Schwab account. These fees are in addition to the ticket charges or compensation
the Client pays the executing broker-dealer. Because of this, our Firm has Schwab execute
most trades for Client accounts to minimize trading costs. Our Firm has determined that
having Schwab execute most trades is consistent with our duty to seek the "best execu-
tion" of Client trades. Best execution means the most favorable terms for a transaction
based on all relevant factors, including those listed above (see How Our Firm Selects Cus-
todian-Broker).
Products And Services Available To Us From Schwab
Schwab Advisor Services™ (formerly called Schwab Institutional®) provides independent
investment advisory Firms and Clients with access to its institutional brokerage, trading,
custody, reporting, and related services, many of which are not typically available to
Schwab retail customers. Schwab also makes available various support services. Some of
those services help us manage or administer our Clients’ accounts; others help us manage
and grow our business. Schwab’s support services generally are available on an unsolic-
ited basis and at no charge to our Firm. These are typically considered soft dollar benefits
because there is an incentive to do business with Schwab. Receiving soft dollar benefits
creates a conflict of interest. We have established policies in this regard to mitigate any
conflicts of interest. We believe our selection of Schwab as Custodian-Broker is in the
Clients' best interests. Our Firm will always act in the best interest of our Clients and act
as fiduciary in carrying out services to Clients. The following is a more detailed description
of Schwab’s support services:
SERVICES THAT BENEFIT OUR CLIENTS
Schwab's institutional brokerage services include access to a broad range of investment
products, execution of securities transactions, and custody of Client assets. The invest-
ment products available through Schwab include some we might not otherwise have ac-
cess to or would require a significantly higher minimum initial investment by our Clients.
Schwab’s services described in this paragraph generally benefit our Clients and their ac-
counts.
Services That May Not Directly Benefit Our Clients
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Schwab also makes other products and services available that benefit our Firm but may
not directly benefit our Clients or their accounts. These products and services assist our
Firm in managing and administering our Clients’ accounts. They include investment re-
search, both Schwab’s own and that of third parties. Our Firm may use this research to
service all or a substantial number of our Client's accounts, including accounts not main-
tained at Schwab. In addition to investment research, Schwab also makes available soft-
ware and other technology that:
• Provides access to Client account data (such as duplicate trade confirma-
tions and account statements).
• Facilitate trade execution and allocate aggregated trade orders for multi-
ple Client accounts.
• Provide pricing and other market data.
• Facilitate payment of our fees from our Clients’ accounts.
• Assist with back-office functions, recordkeeping, and Client reporting.
Services That Generally Benefit Only Us
Schwab also offers other services to help our Firm manage and further develop our busi-
ness enterprise.
These services include:
• Educational conferences and events
• Consulting on technology, compliance, legal, and business needs
• Publications and conferences on practice management and business suc-
cession
• Access to employee benefits providers, human capital consultants, and in-
surance providers
Schwab may provide some of these services itself. In other cases, it will arrange for third-
party vendors to provide the services to our Firm. Schwab may also discount or waive its
fees for some of these services or pay all or a part of a third party’s fees. Schwab may also
provide our Firm with other benefits, such as occasional business entertainment for our
personnel.
Our Interest In Schwab’s Services
• The availability of these services from Schwab benefits our Firm because we
do not have to produce or purchase them. These services are not contin-
gent upon our Firm committing any specific amount of business to Schwab
in trading commissions. We believe our selection of Schwab as Custodian
and Broker is in our Client’s best interests.
• Some of the products, services, and other benefits provided by Schwab ben-
efit our Firm and may not benefit our Client accounts. Our recommenda-
tion or requirement that you place assets in Schwab's custody may be
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based, in part, on the benefits Schwab provides to our Firm or our Agree-
ment to maintain certain Assets Under Management at Schwab and not
solely on the nature, cost, or quality of custody and execution services pro-
vided by Schwab.
• Our Firm places trades for our Clients' accounts subject to its duty to seek
the best execution and other fiduciary duties. Schwab's execution quality
may be different from other broker-dealers.
• Our Firm does not routinely recommend, request, or require that the Client
direct us to execute the transactions through a specified Custodian. Addi-
tionally, our Firm typically does not permit the Client to direct broker-
age. We place trades for Client accounts subject to our duty to seek the
best execution and other fiduciary duties.
• We will aggregate trades for ourselves or our associated persons with your
trades, providing that the following conditions are met:
o Our policy for the aggregation of transactions shall be fully disclosed
separately to our existing Clients (if any) and the broker/dealer(s)
through which such transactions will be placed.
o We will only aggregate transactions if we believe that aggregation is
consistent with our duty to seek the best execution (which includes
the duty to seek the best price) for the Client and is consistent with
the terms of our investment advisory agreement.
o No advisory Client will be favored over any other Client; each Client
that participates in an aggregated order will participate at the aver-
age share price for all transactions in a given security on a given busi-
ness day, with transaction costs based on each Client's participation
in the transaction.
o Our Firm will prepare a written statement (“Allocation Statement”)
specifying the participating Client accounts and how to allocate the
order among those Clients.
o If the aggregated order is filled in its entirety, it will be allocated
among Clients per the allocation statement; if the order is partially
filled, the accounts that did not receive the previous trade's posi-
tions should be "first in line" to receive the next allocation.
o Notwithstanding the preceding, the order may be allocated on a ba-
sis different from that specified if all Client accounts receive fair and
equitable treatment. The reason for the difference in allocation will
be documented and reviewed by our Firm’s Compliance Of-
ficer. Our Firm’s books and records will separately reflect, for each
Client account, the orders which are aggregated, and the securities
held by and bought for that account.
o Our Firm will not receive additional compensation or remuneration
of any kind because of the proposed aggregation; and
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o Individual advice and treatment will be accorded to each advisory
Client.
Brokerage For Client Referrals
Our Firm does not receive Client referrals from any Custodian or third party in exchange
for using that broker-dealer or third party.
Aggregation & Allocation Of Transactions
Our Firm may aggregate transactions if it believes that aggregation is consistent with the
duty to seek the best execution for its Clients and is consistent with the disclosures made
to Clients and terms defined in the Investment Advisory Agreement. No Client will be fa-
vored over any other Client. Each account in an aggregated order will participate at the
average share price (per Custodian) for all transactions in that security on a given business
day.
If we do not receive a complete fill for an aggregated order, we will allocate the order on
a pro-rata basis. If we determine that a pro-rata allocation is not appropriate under the
particular circumstances, we will base the allocation on other relevant factors, which may
include:
• When only a small percentage of the order is executed, with respect to pur-
chase allocations, allocations may be given to accounts high in cash.
• Concerning sale allocations, allocations may be given to accounts low in
cash.
• We may allocate shares to the account with the smallest order, to the small-
est position, or to an account that is out of line concerning security or sector
weightings relative to other portfolios with similar mandates.
• We may allocate one account when that account has limitations in its in-
vestment guidelines prohibiting it from purchasing other securities that we
expect to produce similar investment results, and other accounts can pur-
chase that in the block.
• If an account reaches an investment guideline limit and cannot participate
in an allocation, we may reallocate shares to other accounts. For example,
this may be due to unforeseen changes in an account's assets after placing
an order.
• If a pro-rata allocation of a potential execution would result in a de minimis
allocation in one or more account(s), we may exclude the account(s) from
the allocation.
• Our Firm will document the reasons for any deviation from a pro-rata allo-
cation.
Trade Errors
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Our Firm has implemented procedures designed to prevent trade errors; however, our
Firm cannot always avoid Client trade errors.
Consistent with our Firm's fiduciary duty, it is our Firm’s policy to correct trade errors in
a manner that is in the Client's best interest. In cases where the Client causes the trade
error, the Client will be responsible for any loss resulting from the correction. Depending
on the specific circumstances of the trade error, the Client may not be able to receive any
gains generated due to the error correction. In all situations where the Client does not
cause the trade error, the Client will be made whole, and we would absorb any loss re-
sulting from the trade error if our Firm caused the error. If the Custodian causes the error,
the Custodian will cover all trade error costs. If an investment error results in a gain when
correcting the trade, the gain will be donated to charity. Our Firm will never benefit or
profit from trade errors.
Directed Brokerage
Our Firm does not routinely recommend, request, or require that the Client direct us to
execute the transaction through a specified broker-dealer. Additionally, our Firm typically
does not permit the Client to direct brokerage. Our Firm places trades for Client accounts
subject to its duty to seek the best execution and other fiduciary duties.
A retirement or ERISA plan client may direct all or part of portfolio transactions for its
account through a specific broker or dealer in order to obtain goods or services on behalf
of the plan. Such direction is permitted provided that the goods and services provided are
reasonable expenses of the plan incurred in the ordinary course of its business for which
it otherwise would be obligated and empowered to pay. ERISA prohibits directed
brokerage arrangements when the goods or services purchased are not for the exclusive
benefit of the plan. Consequently, we will request that plan sponsors who direct plan
brokerage provide us with a letter documenting that this arrangement will be for the
exclusive benefit of the plan.
ITEM 13 - REVIEW OF ACCOUNTS
Account Reviews and Reviewers – Investment Supervisory Services
Our IARs will monitor client accounts on a periodic basis and perform reviews with each
client based on each client’s preference. All accounts are reviewed for consistency with
client investment strategy, asset allocation, risk tolerance and performance relative to
the appropriate benchmark. More frequent reviews may be triggered by changes in
geopolitical and macroeconomic specific events.
Selection and Monitoring of Sub-Advisors
If you have an account with us that is managed by a third party through the Envestnet
Asset Management Inc. Separate Account Program, we typically review your account
holdings quarterly to ensure that your account remains within reasonable variances of
the asset allocation targets and investment models in place.
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Statements and Reports
Through our agreement with Tamarac, our firm will provide clients with quarterly
performance/position summary reports. Reports may also be provided at every client
meeting. Communication to clients will be done on an as needed basis or as indicated in
the Agreement with the client. Clients will also have access to daily portfolio reports
through a client portal.
The custodian for the individual client’s account will also provide clients with an account
statement at least quarterly. You are urged to compare the reports provided by our Firm
against the account statements you receive directly from your account custodian.
ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION
Brokerage Services
As disclosed under Item 12 Brokerage Practices, we participate in the Custodian’s
institutional customer programs, and we may recommend a Custodian to our Clients for
custody and brokerage services. There is no direct link between our participation in the
program and the investment advice we give to our Clients. However, we receive economic
benefits through our participation in the program that is typically not available to any
other independent advisors participating in the program. These benefits include the
following products and services (provided without cost or at a discount):
• Receipt of duplicate Client statements and confirmations.
• Research-related products and tools.
• Consulting services.
• Access to a trading desk serving adviser participants.
• Access to block trading (which provides the ability to aggregate securities
transactions for execution and then allocate the appropriate shares to Client
accounts);
• The ability to have advisory fees deducted directly from Client accounts.
• Access to an electronic communications network for Client order entry and
account information.
• Access to mutual funds with no transaction fees and certain institutional money
Managers.
• Discounts on compliance, marketing, research, technology, and practice
management products or services provided to us by third-party vendors.
Custodians may also have paid for business consulting and professional services received
by some of our IARs. Some of the products and services made available by Custodians
through the program may benefit us but may not benefit your account. These products
or services may assist us in managing and administering Client accounts, including
accounts not maintained at our recommended Custodian. Other services made available
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by the Custodian are intended to help us manage and further develop our business
enterprise. The benefits our Firm or our IARs receive through participation in the program
do not depend on the amount of brokerage transactions directed to the Custodian. Due
to these arrangements, our Client does not pay more for assets maintained at Schwab. As
part of our fiduciary duties to Clients, we always endeavor to put our Client's interests
first. Clients should be aware, however, that receiving economic benefits from our Firm
or our IARs in and of itself creates a conflict of interest because the cost of these services
would otherwise be borne directly by us. These arrangements could indirectly influence
our choice of Custodian for custody and brokerage services. Clients should consider these
conflicts of interest when selecting a Custodian. The products and services provided by
the Custodian, how they benefit us, and the related conflicts of interest are described
above.
Client Referrals
Our Firm pays referral fees to independent promotors for the referrals of their clients to
our Firm in accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940. Such
referral fees represent a share of our investment advisory fee charged to our clients. This
arrangement will not result in higher costs to you. In this regard, we maintain Promotor
Agreements in compliance with Rule 206 (4)-1 of the Investment Advisers Act of 1940 and
applicable state and federal laws. All clients referred by Promotors to our Firm will be
given full written disclosure describing the terms and fee arrangements between our Firm
and Promotor(s). In cases where state law requires licensure of promotors, we ensure
that no referral fees are paid unless the Promotor is registered as an investment adviser
representative of our Firm. The Promotor will not provide clients any investment advice
on behalf of Resolute Wealth Advisor.
ITEM 15 – CUSTODY
Custody has been defined by regulators as having access or control over client funds
and/or securities. Our firm does not have physical custody, as it applies to investment
advisors.
Deduction of Advisory Fees
For all accounts, our firm has the authority to have fees deducted directly from client
accounts. Our firm has established procedures to ensure all client funds and securities
are held at a qualified custodian in a separate account for each client under that client’s
name. Clients or an independent representative of the client will direct, in writing, the
establishment of all accounts and therefore are aware of the qualified custodian’s name,
address and the manner in which the funds or securities are maintained. Finally, account
statements are delivered directly from the qualified custodian to each client, or the
client’s independent representative, at least quarterly. You should carefully review those
statements and are urged to compare the statements against reports received from our
Firm. When you have questions about your account statements, you should contact our
Firm or the qualified custodian preparing the statement. Please refer to Item 5 for more
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information about the deduction of adviser fees.
Standing Letters of Authorization (“SLOA”)
Our firm is deemed to have custody of clients’ funds or securities when clients have
standing authorizations with their custodian to move money from a client’s account to a
third-party (“SLOA”) and, under that SLOA, it authorizes us to designate the amount or
timing of transfers with the custodian. The SEC has set forth a set of standards intended
to protect client assets in such situations, which we follow. We do not have a beneficial
interest on any of the accounts we are deemed to have Custody where SLOAs are on file.
In addition, account statements reflecting all activity on the account(s), are delivered
directly from the qualified custodian to each client or the client’s independent
representative, at least quarterly. You should carefully review those statements and are
urged to compare the statements against reports received from us. When you have
questions about your account statements, you should contact us, your Advisor or the
qualified custodian preparing the statement.
ITEM 16 – INVESTMENT DISCRETION
For all discretionary accounts, prior to engaging RWA to provide investment advisory
services, you will enter a written Agreement with us granting the firm the authority to
supervise and direct, on an on-going basis, investments in accordance with the client’s
investment objective and guidelines. In addition, you will need to execute additional
documents required by the Custodian to authorize and enable RWA, in its sole discretion,
without prior consultation with or ratification by you, to purchase, sell or exchange
securities in and for your accounts. We are authorized, in our discretion and without prior
consultation with you to: (1) buy, sell, exchange and trade any stocks, bonds or other
securities or assets and (2) determine the amount of securities to be bought or sold and
(3) place orders with the custodian. Any limitations to such authority will be
communicated by you to us in writing.
The limitations on investment and brokerage discretion held by RWA for you are:
1. For discretionary clients, we require that we be provided with authority to
determine which securities and the amounts of securities to be bought or sold.
2. Any limitations on this discretionary authority shall be in writing as indicated on
the investment advisory Agreement, Appendix B. You may change/amend these
limitations as required.
In some cases, with our employee sponsor retirement plan clients, we exercise a limited
amount of discretion in client accounts, if allowed for in our Agreement with that client.
Our discretion would come in the form of replacing an investment option in a company
retirement plan and initiating the transfer of client assets from the old to the new fund.
With some service arrangements, we may also manage model portfolios on a
discretionary basis, including allocating assets, rebalancing, and replacing funds as
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needed.
ITEM 17 – VOTING CLIENT SECURITIES
We will not vote proxies on your behalf. You are welcome to vote proxies or designate an
independent third-party at your own discretion. You designate proxy voting authority in
the custodial account documents. You must ensure that proxy materials are sent directly
to you or your assigned third party. We do not take action with respect to any securities
or other investments that become the subject of any legal proceedings, including
bankruptcies.
Class Action Suits - A class action is a procedural device used in litigation to determine the
rights of and remedies, if any, for large numbers of people whose cases involve common
questions of law and/or fact. Class action suits frequently arise against companies that
publicly issue securities, including securities recommended by investment advisors to
clients. With respect to class action suits and claims, you (or your agent) will have the
responsibility for class actions or bankruptcies, involving securities purchased for or held
in your account. We do not provide such services and are not obligated to forward copies
of class action notices we may receive to you or your agents.
ITEM 18 – FINANCIAL INFORMATION
We do not require or solicit prepayment of more than $1,200 in fees per client, six months
or more in advance. Therefore, we are not required to include a balance sheet for our
most recent fiscal year. We are not subject to a financial condition that is reasonably likely
to impair our ability to meet contractual commitments to clients. Finally, we have not
been the subject of a bankruptcy petition at any time.
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