TAILWINDS WEALTH, LLC

Tailwinds Wealth, LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Tailwinds Wealth, LLC. If you have any questions about the contents of this brochure, please contact us at (651) 243-0535 or by email at: service@wilianfinancial.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Tailwinds Wealth, LLC. is also available on the SEC’s website at www.adviserinfo.sec.gov. Tailwinds Wealth, LLC.’s CRD number is: 322924. 3640 Talmage Circle St 100 Vadnais Heights, MN 55110 (651) 243-0535 service@wilianfinancial.com Registration as an investment adviser does not imply a certain level of skill or training. Version Date: 04/02/2026 i  Item 2: Material Changes The material changes in this brochure from the last annual updating amendment of Tailwinds Wealth, LLC. on 01/30/2025 are described below. Material changes relate to Tailwinds Wealth, LLC.’s policies, practices or conflicts of interests. • Tailwinds Wealth, LLC. has updated the language of Description of the Advisory Firm. (Item 4) • Tailwinds Wealth, LLC. has updated the language of Investment Strategies. (Item 8) • Tailwinds Wealth, LLC. has updated the language of Research and Other Soft-Dollar Benefits. (Item 12) • Tailwinds Wealth, LLC. has updated the language for Custody. (Item 15) • The firm has changed its name to Tailwinds Wealth, LLC. • Tailwinds Wealth, LLC has updated its owners to Open Hand Ventures, LLC, Abundant Stewardship,LLC, Baask & Abide, LLC and Skyward Capital, LLC. (Item 4) ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes ....................................................................................................................................... ii Item 3: Table of Contents ...................................................................................................................................... iii Item 4: Advisory Business ......................................................................................................................................2 Item 5: Fees and Compensation .............................................................................................................................4 Item 6: Performance-Based Fees and Side-By-Side Management ....................................................................6 Item 7: Types of Clients ..........................................................................................................................................6 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ...............................................................6 Item 9: Disciplinary Information .........................................................................................................................11 Item 10: Other Financial Industry Activities and Affiliations .........................................................................11 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...............15 Item 12: Brokerage Practices ................................................................................................................................16 Item 13: Review of Accounts ................................................................................................................................17 Item 14: Client Referrals and Other Compensation ..........................................................................................18 Item 15: Custody ....................................................................................................................................................19 Item 16: Investment Discretion ............................................................................................................................19 Item 17: Voting Client Securities (Proxy Voting) ..............................................................................................19 Item 18: Financial Information .............................................................................................................................20 iii  Item 4: Advisory Business A. Description of the Advisory Firm Tailwinds Wealth, LLC (hereinafter “TWW”), a subsidy of Tailwinds Wealth Group, LLC (parent company) is a Limited Liability Company organized in the State of Minnesota. The firm was formed and registered with the SEC in 2022, transitioned to state registration in 2023, and transitioned back to SEC registration in 2024. The principal owners are Open Hand Ventures, LLC, Abundant Stewardship, LLC, Baask & Abide, LLC and Skyward Capital, LLC. . B. Types of Advisory Services Portfolio Management Services TWW offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. TWW creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following: • • • Investment strategy • • Asset allocation • Risk tolerance Personal investment policy Asset selection Regular portfolio monitoring TWW evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. TWW will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. TWW seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of TWW’s economic, investment or other financial interests. To meet its fiduciary obligations, TWW attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, TWW’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is TWW’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. Selection of Other Advisers 2  TWW may direct clients to third-party investment advisers. Before selecting other advisers for clients, TWW will verify that all recommended advisers are properly licensed, notice filed, or exempt in the states where TWW is recommending the adviser to clients. Services Limited to Specific Types of Investments TWW generally limits its investment advice to mutual funds, fixed income securities, insurance products including annuities, equities and ETFs. TWW may use other securities as well to help diversify a portfolio when applicable. Written Acknowledgement of Fiduciary Status When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. C. Client Tailored Services and Client Imposed Restrictions TWW offers the same suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current situation (income, tax levels, and risk tolerance levels). Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent TWW from properly servicing the client account, or if the restrictions would require TWW to deviate from its standard suite of services, TWW reserves the right to end the relationship. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees and transaction costs. TWW does not participate in wrap fee programs. 3  E. Assets Under Management TWW has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $192,663,097 $0 December 2025 Item 5: Fees and Compensation A. Fee Schedule Portfolio Management Fees Total Assets Under Management Annual Fees $0 - $2,000,000 1.00% $2,000,001 - $4,000,000 0.9% $4,000,001 - $6,000,000 0.8% $6,000,001 - $10,000,000 0.7% $10,000,001 and Up 0.6% Fees are payable every month in arrears based on the average daily Account(s) balance. The Account(s) value utilized shall be as reported by the Custodian. Fees are prorated based on the number of days service is provided during each billing period. These fees are generally negotiable and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty for a full refund of TWW's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 30 days' written notice. Selection of Other Advisers Fees TWW may direct clients to third-party investment advisers. TWW will be compensated via a fee share from the advisers to which it directs those clients. The fees shared are negotiable and will not exceed any limit imposed by any regulatory agency. The notice of termination requirement and payment of fees for third-party investment advisers will depend on the specific third-party adviser selected. 4  TWW may specifically direct clients to Signal Wealth, LLC. The fees this group are subject to change, but those changes will not impact the annualized fee to the client, which is stated above. B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a monthly basis. Fees are paid in arrears. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third-party fees (i.e., custodian fees, mutual fund fees, transaction fees, etc.). Insurance products, such as annuities, may also have associated fees and expenses. All third-party fees are separate and distinct from the fees and expenses charged by TWW. Please see Item 12 of this brochure regarding brokerage practices. ETFs and mutual funds typically charge their shareholders various transactions and operating expense costs associated with the establishment and operation of the funds. These fees will generally include a management fee, shareholder servicing, other fund expenses, and sometimes a distribution fee. Because of differences in distribution and often lower transaction costs, total operating expense ratios for ETFs have been historically less than those for corresponding mutual funds. These separate fees and expenses are disclosed in each fund’s prospectus, which is available from the fund or, TWW can provide it upon request. Consequently, for any type of fund investment, it is important for the client to understand that they are directly and indirectly paying two levels of advisory fees and expenses: one layer of fees to the fund and one layer of advisory fees and expenses to TWW. Generally speaking, most funds may be purchased directly, without using our services or incurring our advisory fees. As the Client’s total fee is impacted by the underlying allocation to the model portfolios of the Model Managers and other assets, Client acknowledges that such a change in investment allocations may impact the Model Manager’s Fee. In the event the change in investment allocations causes a change in the Model Manager’s Fee, Advisor, to the best of its ability, will communicate the fee change in writing and electronically notify the Client as soon as possible upon trading the Account(s) but will do so no later than thirty (30) business days after the trades are executed. Delivery of such notice will be made as permitted by this Agreement. D. Prepayment of Fees TWW collects its fees in arrears. It does not collect fees in advance. 5  E. Outside Compensation For the Sale of Securities to Clients Neither TWW nor its supervised persons accept any compensation for the sale of investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management TWW does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients TWW generally provides advisory services to the following types of clients: ❖ ❖ ❖ ❖ Individuals High-Net-Worth Individuals Charitable Organizations Corporations or Business Entities There is no account minimum for any of TWW’s services. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis TWW’s methods of analysis include charting analysis, fundamental analysis, technical analysis, cyclical analysis, quantitative analysis and modern portfolio theory. Charting analysis involves the use of patterns in performance charts. TWW uses this technique to search for patterns used to help predict favorable conditions for buying and/or selling a security. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Technical analysis involves the analysis of past market data; primarily price and volume. Cyclical analysis involves the analysis of business cycles to find favorable conditions for buying and/or selling a security. 6  Quantitative analysis deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical projections of sales, and so on. Modern portfolio theory is an investment approach that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, by carefully choosing the proportions of various assets. Investment Strategies TWW uses selection of other advisers, long term trading and short-term trading. Tailwinds Wealth, LLC remains generally agnostic toward ESG (Environmental, Social, and Governance) factors when constructing client portfolios or selecting investment strategies. However, some third-party institutional managers or model portfolio providers utilized by Tailwinds Wealth, LLC may incorporate ESG considerations as part of their broader investment analysis or risk management process, even when managing strategies not explicitly designated as “ESG” or “sustainable.” These managers may apply ESG screens, proxy voting policies, or engagement practices that reflect their own internal frameworks, which can indirectly influence the composition or performance of the underlying portfolios. Tailwinds Wealth, LLC does not independently apply ESG criteria when recommending or monitoring these managers, and clients who wish to specifically avoid or emphasize ESG strategies should notify the firm so that appropriate accommodations can be made. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Charting analysis strategy involves using and comparing various charts to predict long and short term performance or market trends. The risk involved in using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. 7  Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not work long term. Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are two- fold: 1) the markets do not always repeat cyclical patterns and 2) if too many investors begin to implement this strategy, it changes the very cycles these investors are trying to exploit. Quantitative analysis. Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. Modern Portfolio Theory assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Investment Strategies Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Short term trading risks include liquidity, economic stability, and inflation, in addition to the long term trading risks listed above. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Solicitor Services / Selection of Other Advisers: Although TWW will seek to select only money managers who will invest clients' assets with the highest level of integrity, TWW's selection process cannot ensure that money managers will perform as desired and TWW will have no control over the day-to-day operations of any of its selected money managers. TWW would not necessarily be aware of certain activities at the underlying money manager level, including without limitation a money manager's engaging in unreported risks, investment “style drift” or even regulator breach or fraud. 8  Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best-known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Risks in investing in ETFs include trading risks, liquidity and shutdown risks, risks associated with a change in authorized participants and non-participation of authorized participants, risks that trading price differs from indicative net asset value (iNAV), or price fluctuation and disassociation from the index being tracked. With regard to trading risks, regular trading adds cost to your portfolio thus counteracting the low fees that one of the typical benefits of ETFs. Additionally, regular trading to beneficially “time the market” is difficult to achieve. Even paid fund managers struggle to do this every year, with the majority failing to beat the relevant indexes. With regard to liquidity and shutdown risks, not all ETFs have the same level of liquidity. Since ETFs are at least as liquid as their underlying assets, trading 9  conditions are more accurately reflected in implied liquidity rather than the average daily volume of the ETF itself. Implied liquidity is a measure of what can potentially be traded in ETFs based on its underlying assets. ETFs are subject to market volatility and the risks of their underlying securities, which may include the risks associated with investing in smaller companies, foreign securities, commodities, and fixed income investments (as applicable). Foreign securities in particular are subject to interest rate, currency exchange rate, economic, and political risks, all of which are magnified in emerging markets. ETFs that target a small universe of securities, such as a specific region or market sector, are generally subject to greater market volatility, as well as to the specific risks associated with that sector, region, or other focus. ETFs that use derivatives, leverage, or complex investment strategies are subject to additional risks. The return of an index ETF is usually different from that of the index it tracks because of fees, expenses, and tracking error. An ETF may trade at a premium or discount to its net asset value (NAV) (or indicative value in the case of exchange-traded notes). The degree of liquidity can vary significantly from one ETF to another and losses may be magnified if no liquid market exists for the ETF’s shares when attempting to sell them. Each ETF has a unique risk profile, detailed in its prospectus, offering circular, or similar material, which should be considered carefully when making investment decisions. Annuities are a retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on investment later in the future. Annuities are contracts issued by a life insurance company designed to meet requirement or other long-term goals. An annuity is not a life insurance policy. Variable annuities are designed to be long-term investments, to meet retirement and other long-range goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges may apply if you withdraw your money early. Variable annuities also involve investment risks, just as mutual funds do. Private Securities Alternative investment products, including private real estate, private credit, private equity and private pooled investment vehicles, involve a high degree of risk, often participate in leveraging and other speculative investment practices that may increase the risk of investment loss, can be highly illiquid, are not required to provide periodic pricing or valuation information to investors, may involve complex tax structures and delays in distributing important tax information, are not subject to the same regulatory requirements as mutual funds often charge high fees which may offset any trading profits, and in many cases the underlying investments are not transparent. Often, alternative investments are concentrated and lack diversification, resulting in higher risk of loss. There is often no secondary market for an investor’s interest in alternative investments, and none should be expected to develop. There may be restrictions on transferring interests in any alternative investment. Alternative investment performance can be volatile. An investor could lose all or a substantial amount of his or her investment. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. 10  Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither TWW nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither TWW nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests insurance agent. TWW periodically Will Keith Johnson is an independent licensed insurance agent. This activity creates a conflict of interest since there is an incentive to recommend insurance products based on commissions or other benefits received from the insurance company, rather than on the client’s needs. Additionally, the offer and sale of insurance products by supervised persons of TWW are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. TWW addresses this conflict of interest by requiring its supervised persons to act in the best interest of the client at all times, reviews including when acting as an recommendations by its supervised persons to assess whether they are based on an objective evaluation of each client’s risk profile and investment objectives rather than on 11  the receipt of any commissions or other benefits. TWW will disclose in advance how it or its supervised persons are compensated and will disclose conflicts of interest involving any advice or service provided. At no time will there be tying between business practices and/or services (a condition where a client or prospective client would be required to accept one product or service conditioned upon the selection of a second, distinctive tied product or service). No client is ever under any obligation to purchase any insurance product. Insurance products recommended by TWW’s supervised persons may also be available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. insurance agent. TWW periodically Brian Jeffrey Jass is an independent licensed insurance agent. This activity creates a conflict of interest since there is an incentive to recommend insurance products based on commissions or other benefits received from the insurance company, rather than on the client’s needs. Additionally, the offer and sale of insurance products by supervised persons of TWW are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. TWW addresses this conflict of interest by requiring its supervised persons to act in the best interest of the client at all times, including when acting as an reviews recommendations by its supervised persons to assess whether they are based on an objective evaluation of each client’s risk profile and investment objectives rather than on the receipt of any commissions or other benefits. TWW will disclose in advance how it or its supervised persons are compensated and will disclose conflicts of interest involving any advice or service provided. At no time will there be tying between business practices and/or services (a condition where a client or prospective client would be required to accept one product or service conditioned upon the selection of a second, distinctive tied product or service). No client is ever under any obligation to purchase any insurance product. Insurance products recommended by TWW’s supervised persons may also be available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. insurance agent. TWW periodically Megan Marie Nadeau is an independent licensed insurance agent. This activity creates a conflict of interest since there is an incentive to recommend insurance products based on commissions or other benefits received from the insurance company, rather than on the client’s needs. Additionally, the offer and sale of insurance products by supervised persons of TWW are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. TWW addresses this conflict of interest by requiring its supervised persons to act in the best interest of the client at all times, reviews including when acting as an recommendations by its supervised persons to assess whether they are based on an objective evaluation of each client’s risk profile and investment objectives rather than on the receipt of any commissions or other benefits. TWW will disclose in advance how it or its supervised persons are compensated and will disclose conflicts of interest involving any advice or service provided. At no time will there be tying between business practices and/or services (a condition where a client or prospective client would be required to accept one product or service conditioned upon the selection of a second, distinctive tied product or service). No client is ever under any obligation to purchase any insurance product. Insurance products recommended by TWW’s supervised persons may also be 12  available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. insurance agent. TWW periodically Cody Joseph Nadeau is a licensed insurance agent. This activity creates a conflict of interest since there is an incentive to recommend insurance products based on commissions or other benefits received from the insurance company, rather than on the client’s needs. Additionally, the offer and sale of insurance products by supervised persons of TWW are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. TWW addresses this conflict of interest by requiring its supervised persons to act in the best interest of the client at all times, including when acting as an reviews recommendations by its supervised persons to assess whether they are based on an objective evaluation of each client’s risk profile and investment objectives rather than on the receipt of any commissions or other benefits. TWW will disclose in advance how it or its supervised persons are compensated and will disclose conflicts of interest involving any advice or service provided. At no time will there be tying between business practices and/or services (a condition where a client or prospective client would be required to accept one product or service conditioned upon the selection of a second, distinctive tied product or service). No client is ever under any obligation to purchase any insurance product. Insurance products recommended by TWW’s supervised persons may also be available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. insurance agent. TWW periodically Patrick Conor Manning is a licensed insurance agent. This activity creates a conflict of interest since there is an incentive to recommend insurance products based on commissions or other benefits received from the insurance company, rather than on the client’s needs. Additionally, the offer and sale of insurance products by supervised persons of TWW are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. TWW addresses this conflict of interest by requiring its supervised persons to act in the best interest of the client at all times, including when acting as an reviews recommendations by its supervised persons to assess whether they are based on an objective evaluation of each client’s risk profile and investment objectives rather than on the receipt of any commissions or other benefits. TWW will disclose in advance how it or its supervised persons are compensated and will disclose conflicts of interest involving any advice or service provided. At no time will there be tying between business practices and/or services (a condition where a client or prospective client would be required to accept one product or service conditioned upon the selection of a second, distinctive tied product or service). No client is ever under any obligation to purchase any insurance product. Insurance products recommended by TWW’s supervised persons may also be available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. 13  insurance agent. TWW periodically Skip Gordon Johnson is an independent licensed insurance agent. This activity creates a conflict of interest since there is an incentive to recommend insurance products based on commissions or other benefits received from the insurance company, rather than on the client’s needs. Additionally, the offer and sale of insurance products by supervised persons of TWW are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. TWW addresses this conflict of interest by requiring its supervised persons to act in the best interest of the client at all times, including when acting as an reviews recommendations by its supervised persons to assess whether they are based on an objective evaluation of each client’s risk profile and investment objectives rather than on the receipt of any commissions or other benefits. TWW will disclose in advance how it or its supervised persons are compensated and will disclose conflicts of interest involving any advice or service provided. At no time will there be tying between business practices and/or services (a condition where a client or prospective client would be required to accept one product or service conditioned upon the selection of a second, distinctive tied product or service). No client is ever under any obligation to purchase any insurance product. Insurance products recommended by TWW’s supervised persons may also be available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. Skip Gordon Johnson serves as Director of Riverbend Refuge, a nonprofit ministry. His activities include leading retreats, overseeing fundraising, and managing on-site short- term rental operations at Historic Riverbend Farm in support of the nonprofit’s mission. These activities involve stewardship, hospitality, and preservation of a historic rural property and local heritage. TWW will disclose in advance how it or its supervised persons are compensated and will disclose conflicts of interest involving any advice or service provided. At no time will there be tying between business practices and/or services (a condition where a client or prospective client would be required to accept one product or service conditioned upon the selection of a second, distinctive tied product or service). No client is ever under any obligation to purchase any insurance product. Insurance products recommended by TWW’s supervised persons may also be available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. 14  D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections TWW may direct clients to third-party investment advisers. TWW will be compensated via a fee share from the advisers to which it directs those clients. The fees shared will not exceed any limit imposed by any regulatory agency. This creates a conflict of interest in that TWW has an incentive to direct clients to the third-party investment advisers that provide TWW with a larger fee split. TWW will always act in the best interests of the client, including when determining which third party investment adviser to recommend to clients. TWW will verify that all recommended advisers are properly licensed, notice filed, or exempt in the states where TWW is recommending the adviser to clients. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics TWW has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. TWW's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests TWW does not recommend that clients buy or sell any security in which a related person to TWW or TWW has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of TWW may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of TWW to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. TWW will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. 15  D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of TWW may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of TWW to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, TWW will never engage in trading that operates to the client’s disadvantage if representatives of TWW buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on TWW’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and TWW may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in TWW's research efforts. TWW will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker- dealer/custodian. TWW will require clients to use Schwab Institutional, a division of Charles Schwab & Co., Inc. 1. Research and Other Soft-Dollar Benefits TWW receives no product or services other than execution from broker-dealers or custodians in connection with client securities transactions (“soft dollar benefits”), and added research from the custodians institutional platform. 2. Brokerage for Client Referrals TWW receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use TWW will require clients to use a specific broker-dealer to execute transactions. Not all advisers require clients to use a particular broker-dealer. 16  B. Aggregating (Block) Trading for Multiple Client Accounts If TWW buys or sells the same securities on behalf of more than one client, then it may (but would be under no obligation to) aggregate or bunch such securities in a single transaction for multiple clients in order to seek more favorable prices, lower brokerage commissions, or more efficient execution. In such case, TWW would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. TWW would determine the appropriate number of shares and select the appropriate brokers consistent with its duty to seek best execution, except for those accounts with specific brokerage direction (if any). Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for TWW's advisory services provided on an ongoing basis are reviewed at least Annually by Will Keith Johnson, CCO, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at TWW are assigned to this reviewer. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). C. Content and Frequency of Regular Reports Provided to Clients Each client of TWW's advisory services provided on an ongoing basis will receive a quarterly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. TWW will also provide at least quarterly a separate written statement to the client. 17  Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) TWW does not receive any economic benefit, directly or indirectly from any third party for advice rendered to TWW's clients. With respect to Schwab, TWW receives access to Schwab’s institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Schwab Advisor Services. 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 TWW 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 TWW other products and services that benefit TWW but may not benefit its clients’ accounts. These benefits may include national, regional or TWW specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of TWW by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist TWW in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of TWW’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of TWW’s accounts. Schwab Advisor Services also makes available to TWW other services intended to help TWW 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 TWW by independent third parties. Schwab Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or 18  a part of the fees of a third-party providing these services to TWW. TWW is independently owned and operated and not affiliated with Schwab. B. Compensation to Non – Advisory Personnel for Client Referrals TWW does not directly or indirectly compensate any person who is not advisory personnel for client referrals. Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, TWW will be deemed to have limited custody of client's assets and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. TWW does have check writing authority, however, it is not the type of custody that you can take possession of the account. It is a form of custody due to the fact that clients are subject to third party transfers. Investment Advisers Act of 1940–Section 206(4) and Rule 206(4)-2. Client can sign paperwork giving us standing authorization or letters of instructions to send funds to third parties or send/pull funds from personal bank accounts on their behalf Item 16: Investment Discretion TWW provides discretionary and non-discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, TWW generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. Item 17: Voting Client Securities (Proxy Voting) TWW will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. 19  Item 18: Financial Information A. Balance Sheet TWW neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither TWW nor its management has any financial condition that is likely to reasonably impair TWW’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years TWW has not been the subject of a bankruptcy petition in the last ten years. 20