USADVISORS WEALTH MANAGEMENT, LLC

Part 2A of Form ADV: Firm Brochure USAdvisors Wealth Management, LLC 15750 Venture Lane Eden Prairie, MN 55344 Telephone: 952.829.0000 Facsimile: 952.829.5555 Email:info@usadvisorswealth.com Web Address: usadvisorswealth.com February 2026 This brochure provides information about the qualifications and business practices of USAdvisors Wealth Management, LLC. If you have any questions about the contents of this brochure, please contact us at 952.829.0000 or info@usadvisorswealth.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 USAdvisors Wealth Management, LLC also 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 CRD number. Our firm's CRD number is 158108. Registration as an investment advisor does not imply a certain level of skill or training. 1  Item 2 Material Changes This Firm Brochure provides you with a summary of USAdvisors Wealth Management, LLC’s advisory services and fees, professionals, certain business practices and policies, as well as actual or potential conflicts of interest, among other things. This Item is used to provide our clients with a summary of new and/or updated information; we will inform of the revision(s) based on the nature of the information as follows. • Annual Update: We are required to update certain information at least annually, within 90 days of our firm’s fiscal year end (FYE) of December 31. We will provide you with either a summary of the revised information with an offer to deliver the full revised Brochure within 120 days of our FYE or we will provide you with our revised Brochure that will include a summary of those changes in this Item. • Material Changes: Should a material change in our operations occur, depending on its nature we will promptly communicate this change to clients (and it will be summarized in this Item). "Material changes" requiring prompt notification will include changes of ownership or control; location; disciplinary proceedings; significant changes to our advisory services or advisory affiliates – any information that is critical to a client’s full understanding of who we are, how to find us, and how we do business. Since the last annual update to this brochure was filed in February 2025, Item 13 Review of Accounts was updated to add Steve Finn, Compliance Director, as a member of the Investment Committee. Item 19 Co-Branding was updated to remove Axiom Value. 2  Item 3 Table of Contents Page 1 Item 1 Cover Page 2 Item 2 Material Changes 3 Item 3 Table of Contents 4 Item 4 Advisory Business 10 Item 5 Fees and Compensation 15 Item 6 Performance-Based Fees and Side-By-Side Management 15 Item 7 Types of Clients 15 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss 18 Item 9 Disciplinary Information 18 Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 19 21 Item 12 Brokerage Practices 25 Item 13 Review of Accounts 26 Item 14 Client Referrals and Other Compensation 27 Item 15 Custody 27 Item 16 Investment Discretion 27 Item 17 Voting Client Securities 28 Item 18 Financial Information 28 Item 19 Co-Branding 3  Item 4 Advisory Business USAdvisors Wealth Management, LLC is an SEC-registered investment advisor with its principal place of business located in Minnesota. USAdvisors Wealth Management, LLC began conducting business in 2011. Listed below are the firm's principal shareholders (i.e. those individuals and/or entities controlling 25% or more of this company). - Nathan D. Bergeland Revocable Living Trust - 100% o W. Jillian Link, Trustee USAdvisors Wealth Management, LLC offers the following advisory services to our clients: ADVISOR DIRECTED PORTFOLIO MANAGEMENT Our firm provides continuous advice to a client regarding the investment of client funds based on the individual needs of the client. Through personal discussions in which goals and objectives based on a client's particular circumstances are established, investment advisor representatives of USAdvisors Wealth Management, LLC will create and manage a portfolio based on that policy. During the data-gathering process, the investment advisor representative will determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, the investment advisor representative will also review and discuss a client's prior investment history, as well as family composition and background. We manage advisory accounts on a discretionary basis. Account supervision is guided by the client's stated objectives (i.e., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company and will generally include advice regarding the following securities: • Exchange-listed securities • Securities traded over-the-counter • Foreign issuers • Corporate debt securities (other than commercial paper) • Certificates of deposit • Variable life insurance • Variable annuities 4  • Municipal securities • Mutual fund shares • United States government securities • Alternative Investments o Business Development Companies o Real Estate Investment Trusts (REIT’s) o Structured Notes The investment advisor representative will provide advice on any investment held by the client at the inception of the advisory relationship. However, assets in managed accounts will typically be limited to those listed above. Because some types of investments involve certain additional degrees of risk and limited liquidity, they will only be implemented/recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. MODEL PORTFOLIO MANAGEMENT Our firm also provides portfolio management services to clients using asset allocation model portfolios. Each model portfolio is designed to meet a particular investment goal. We develop and manage equity, balanced and fixed-income portfolios, using (when available) no-load and load-waived mutual funds, as well as exchange-traded funds (“ETFs”). We manage client accounts by matching their risk tolerance level and objectives to the designed portfolios. Portfolio allocations are built with the attempt to fall on the efficient frontier curve. We consult with LSA Portfolio Analytics, State Street, Dimensional Fund Advisors, and Ladenburg Thalmann Asset Management to develop portfolio models as client risk/return needs require. Portfolio models include: LSA No Transaction Fee (NTF) Mutual Fund Portfolios Income Plus • Capital Preservation • • Conservative Growth • Moderate Growth • Growth • Growth Plus • Aggressive Growth LSA ETF NTF Strategies Income Plus • Capital Preservation • • Conservative Growth • Moderate Growth 5  • Growth • Growth Plus • Aggressive Growth LSA Socially Responsible Mutual Fund Portfolios Income Plus • Capital Preservation • • Conservative Growth • Moderate Growth • Growth • Growth Plus • Aggressive Growth LSA American Funds F-2 Share Portfolios Income Plus • Capital Preservation • • Conservative Growth • Moderate Growth • Growth • Growth Plus • Aggressive Growth Dimensional Core Wealth ETF & MF Portfolios • DFA 0/100 • DFA 20/80 • DFA 40/60 • DFA 60/40 • DFA 80/20 • DFA 100/0 State Street Strategic ETF Portfolios • Conservative • Moderate Conservative • Moderate • Moderate Aggressive • Growth • Maximum Growth Ladenburg Thalmann ETF Portfolio • Income • Income & Growth • Growth & Income • Growth • Aggressive Growth 6  Where practical, we will include in the client’s managed account any securities the client holds and wishes to continue to hold. The amount and nature of these securities will be a factor in determining which model portfolio is appropriate for the client. We manage these model portfolios on a discretionary basis. Clients, nevertheless, have the opportunity to place reasonable restrictions on the types of investments to be held in their accounts. Clients retain individual ownership of all securities. Account supervision is guided by the client's stated objectives (i.e., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Our investment recommendations are not limited to any specific product or service offered by a broker dealer or insurance company and will generally include advice regarding the following securities: • Exchange-listed securities • Mutual fund shares • Securities the client wishes to include in the managed portfolio. Because some types of investments involve certain additional degrees of risk and limited liquidity, they will only be implemented/recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. To ensure that our initial determination of an appropriate portfolio remains suitable and that the account continues to be managed in a manner consistent with the client's financial circumstances the following will occur: 1. The Investment Advisor Representative, at least annually, will contact each participating client to determine whether there have been any changes in the client's financial situation or investment objectives, and whether the client wishes to impose investment restrictions or modify existing restrictions; 2. The Investment Advisor Representative will be reasonably available to consult with the client; and 3. The Investment Advisor Representative will maintain client suitability information in each client's file. 4. If a client has any changes to their financial situation or would like to place reasonable restrictions on their account, they should contact their Investment Advisor Representative or USAdvisors Wealth Management. FINANCIAL PLANNING In addition to investment management, we provide financial planning as a stand-alone service. Financial planning is a comprehensive evaluation of a client’s current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. Through the financial planning process, all questions, information and analysis are considered as they impact and are impacted by the entire financial and life situation of the client. A separate Financial Planning Services 7  Agreement is signed by the client and the advisor. Based on the discussion with the client, the financial planning may be separate from the advisory management fees charged and may be charged based on a fixed or an hourly fee. Clients purchasing this service receive a copy of the report which provides the client with a financial plan designed to assist the client achieve his or her financial goals and objectives. In general, the financial plan can address any or all of the following areas: • PERSONAL: We review family records, budgeting, personal liability, estate information and financial goals. • TAX & CASH FLOW: We analyze the client’s income tax and spending and planning for past, current and future years; then illustrate the impact of various investments on the client's current income tax and future tax liability. • INVESTMENTS: We analyze investment alternatives and their effect on the client's portfolio. • INSURANCE: We review existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home and automobile. • RETIREMENT: We analyze current strategies and investment plans to help the client achieve his or her retirement goals. • DEATH & DISABILITY: We review the client’s cash needs at death, income needs of surviving dependents, estate planning and disability income. • ESTATE: We assist the client in assessing and developing long-term strategies, including as appropriate, living trusts, wills, review estate tax, powers of attorney, asset protection plans, nursing homes, Medicaid and elder law. • BUSINESS CONSULTING: We offer general financial and business consulting services. These services may include, but are not limited to, evaluation of your business, tax planning, risk management, business planning, advisory consulting services to business owners in the sale of their business, and assistance in the overall structuring of a business succession plan, among others. We gather required information through in-depth personal interviews. Information gathered includes the client's current financial status, tax status, future goals, returns objectives and attitudes towards risk. We carefully review documents supplied by the client, including a questionnaire completed by the client, and prepare a written report. Should the client choose to implement the recommendations contained in the plan, we suggest the client work closely with his/her attorney, accountant, insurance agent, and/or stockbroker. Implementation of financial plan recommendations is entirely at the client's discretion. We also provide general non-securities advice on topics that may include tax and 8  budgetary planning, estate planning and business planning. Typically, the financial plan is presented to the client within six months of the contract date, provided that all information needed to prepare the financial plan has been promptly provided. Services provided in cooperation with Osaic Wealth Inc. (Osaic Wealth) The following services (together, the “Osaic Wealth”) are provided in cooperation with Osaic Wealth, an SEC-registered investment advisor and broker-dealer firm not affiliated with USAWM. This enables your USAWM representative to offer a diverse range of investment supervisory and administrative services to you through the Managed Opportunities Program (MOP). Although USAWM is not an affiliated company of Osaic Wealth, our personnel are registered broker representatives of Osaic Wealth. Should you elect to use this program, USAWM will not share in your advisory fees. The Osaic Wealth programs are designed and administered by Osaic Wealth. While your USAWM representative has the ability to help you determine which of the options within this program is appropriate to your needs and may make investment decisions for your account in this program, the types of securities, availability of specific securities, availability of specific third-party managers, and investment styles or strategies will necessarily be determined by Osaic Wealth. USAWM primarily relies on Osaic Wealth's due diligence on investments and third-party managers in these programs when recommending the program. Please review Osaic Wealth's Form ADV Part 2A Brochure and/or Part 2A Appendix 1 Wrap Fee Brochure for additional information specific to Osaic Wealth and this program. In the Managed Opportunities Advisor Directed program, your representative may primarily recommend mutual funds. To the extent mutual funds are used, your representative may seek to purchase no-load or load-waived mutual funds, if available. The annual internal fund expenses may be higher or lower on the no- load/load-waived mutual funds, in aggregate, compared to the purchase or sale of a loaded mutual fund. Refer to the section titled “Fees and Compensation” for more information. Where possible, when recommending mutual funds for your advisory account, our firm or one of our affiliates will recommend no-load mutual funds or load mutual funds available at net asset value. Commissions charged for these products may be higher or lower than commissions you may be able to obtain if transactions were implemented through another broker/dealer. We describe the MOP program in greater detail below: Managed Opportunity Program Description Managed Opportunities Program, a wrap fee program developed by Osaic Wealth, allows you to establish an account utilizing Mutual Fund Portfolios, Separate Account Portfolios, and Unified Managed Account Portfolios developed by third-party money 9  managers that are registered investment advisors (collectively referred to as sub- advisors). Osaic Wealth acts as the investment advisor for all Managed Opportunities Program accounts and USAWM acts in a referral capacity when referring you into those Mutual Fund, Separate Account, and Unified Managed Account Portfolios through a USAWM advisor. One or more of these sub-advisors may be affiliated entities of Osaic Wealth. The Managed Opportunities Program also offers Advisor Directed Portfolios. USAWM advisors may use the Advisor Directed Portfolio option to design investment management and asset allocation portfolio(s) for you. USAWM is acting in an advisory and not in a referral capacity when using the Advisor Directed Portfolio option. To establish Managed Opportunities Program accounts, you must provide relevant information requested by Osaic Wealth in the New Account Application and Investment Policy Profile. This information assists USAWM in determining the suitability of the Managed Opportunities Program accounts and in establishing appropriate investment objectives. You will also provide other supporting documents and financial information that we may reasonably request. A Managed Opportunities Program Investment Strategy Summary is generated from the application, profile and suitability information provided by you. It summarizes recommended investment strategies and sets out the objectives and restrictions in the management of your account. Osaic Wealth and USAWM provide services through the Managed Opportunities Program based solely upon information supplied by you. Advisor Directed Portfolios Advisor Directed Portfolios are managed by USAWM Investment Advisor Representatives, based on the financial information and investment objectives you provide. Osaic Wealth has also entered into agreements with insurance companies that allow for the management and valuation of your variable annuity accounts within the Managed Opportunities Program Advisor Directed Portfolios. The insurance company custodians maintain custody of all variable annuity accounts. As of December 31, 2025, USAdvisors Wealth Management, LLC had approximately $483,345,924 of client assets under management on a discretionary basis. We do not manage client accounts on a non-discretionary basis. Item 5 Fees and Compensation ADVISOR DIRECTED PORTFOLIO MANAGEMENT FEES The annualized fee for Advisor Directed Portfolio Management is charged as a percentage of assets under management. Investment advisor representatives may utilize the fee schedule listed below, based on the nature and complexity of the client’s asset and the particular investment advisor representative’s policies and practices. 10  Advisors may change the fee schedule to be in accord with their advisory standards and/or to that of each client situation and assets under management as determined when meeting with the client. The maximum annual fee for advisor directed portfolio management fees in a tiered fee schedule is 2.00%. The maximum annual fee for advisor directed portfolio management fees in a flat fee schedule is 2.00%. A minimum of $25,000 of assets under management is typically required for this service, although each investment advisor representative is able to set minimums that are higher or lower. Charles Schwab is USAdvisors Wealth Management’s 3rd party custodian and does not require an account minimum. This minimum account size is negotiable under certain circumstances. USAdvisors Wealth Management, LLC groups certain related client accounts for the purposes of achieving the minimum account size and determining the annualized fee. Fees are billed monthly, in arrears, unless otherwise requested by the client and/or advisor. Fees for the first month, will be prorated based on the number of days from the inception of the advisory account to the last day of the month. The Investment Advisor can opt to waive fees on an account, dependent on the meeting with the client but must document the reason for the waiver or zero billing in the special instructions of the Investment Management Agreement. When providing a fee waiver or zero billing on Advisor Directed or non-managed accounts this is considered a courtesy or “special situation” to waive the fee. MODEL PORTFOLIO MANAGEMENT FEES The annualized fee for Model Portfolio Management services will be charged as a percentage of assets under management. Investment advisor representatives may utilize the fee schedule listed below based on the nature and complexity of the client’s assets and on the particular investment advisor representative’s policies and practices. Advisors may change the fee schedule to be in accord with their Financial Institution requirements and/or to that of each client situation and assets under management as determined when meeting with the client. The maximum annual fee for model portfolio management fees in a tiered fee schedule is 2.00%. The maximum annual fee for advisor directed portfolio management fees in a flat fee schedule is 2.00%. A minimum of $25,000 of assets under management is required for this service. This minimum account size is negotiable under certain circumstances. USAdvisors Wealth Management, LLC groups certain related client accounts for the purposes of achieving the minimum account size and determining the annualized fee. Fees are billed monthly, in arrears, unless otherwise requested by the client and/or advisor. Fees for the first month will be prorated based on the number of days from the inception of the advisory account to the last day of the month. The Investment Advisor 11  can opt to waive fees on an account, dependent on the meeting with the client but must document the reason for the waiver or zero billing in the special instructions of the Investment Management Agreement. When a fee waiver or zero billing on Advisor Directed or non-managed accounts this is considered a courtesy or “special situation”: to waive the fee. FINANCIAL PLANNING FEES USAdvisors Wealth Management, LLC's Financial Planning fee is determined based on the nature of the services being provided and the complexity of each client’s circumstances. All fees are agreed upon prior to entering into a contract with any client. Our Financial Planning fees can be calculated and charged on a fixed fee, hourly, as part of the Investment Management Fee, or on a monthly ongoing basis. Fixed Financial Planning Fee Lower Tier: $500 - $5,000 Mid-level Tier: $5,001 - $15,000 High-level Tier: $15,001 + Hourly Financial Planning Fee Lower Tier: $200 per hour Mid-level Tier: $400 per hour High-level Tier: $600+ per hour Monthly Financial Planning Fee Lower Tier: $100 per month Mid- Level Tier: $500 per month High –level Tier: $1,000+ per month Financial Planning Fees may also be charged as a part of the Management Fee above what is allowed for the Portfolio Management Fee Schedule. This will be stated on the Financial Planning Agreement and the USAWM Investment Management Agreement. The factors that determine where a client fits into these ranges depend on the number of services provided, number of components addressed in the plan, complexity and scope of the plan, complexity of the client’s financial situation and objectives, estimated hours it will take to prepare the financial plan, and number of goals the financial plan is prepared to address. A financial plan can encompass the following components: Asset Allocation Business Exit Strategy Retirement Planning 12  Business Continuity Divorce Settlement Analysis Budget Analysis Credit Counseling Income Tax Implications Business Planning Estate Planning Insurance Review Education Funding Investment Planning Other: Custom, Specialized Plan We may request partial or full prepayment upon completion of our initial fact-finding session with the client; however, advance payment will never exceed $1,200 for work that will not be completed within six months. For hourly clients, fees above the partial or full prepayment will be due and payable as earned. If a financial plan takes less time than estimated, any prepaid, unearned fees will be refunded to the client. The client will never pay more than the estimated hourly fee. Management personnel and other related persons of our firm are licensed as registered representatives of a broker-dealer and/or licensed as insurance agents or brokers. In their separate capacity(ies), these individuals are able to implement investment recommendations for advisory clients for separate and typical compensation (i.e., commissions, 12b-1 fees or other sales-related forms of compensation). This presents a conflict of interest to the extent that these individuals recommend that a client invest in a security which results in a commission being paid to the individuals. Clients are not under any obligation to engage these individuals when considering implementation of advisory recommendations. The implementation of any or all recommendations is solely at the discretion of the client. Commissions do not constitute the majority of advisory fees. Services provided in cooperation with Osaic Wealth Inc. (Osaic Wealth) Fees, termination and refund policies, and other important fee-related disclosures for the Osaic Wealth programs are disclosed in Osaic Wealth's Form ADV Part 2A and/or Part 2A Appendix 1 Wrap Fee brochures. USAWM and its representatives have the ability to negotiate fees and account minimums. The exact fee charged to each client, and the amount to be shared with USAWM and its representative, will be disclosed to each client when entering into an advisory agreement. GENERAL INFORMATION Limited Negotiability of Advisory Fees: Although USAdvisors Wealth Management, LLC has established the aforementioned fee schedule(s), we retain the discretion to negotiate alternative fees on a client-by-client basis. Client facts, circumstances and needs are considered in determining the fee schedule. These include: the complexity of the client’s assets to be placed under management; anticipated future additional assets; related accounts; portfolio style; account composition; and reports, among other factors. 13  The specific annual fee schedule is identified in the contract between the advisor and each client. We group or household certain related client accounts for the purposes of achieving the minimum account size requirements and determining the annualized fee. Termination of the Advisory Relationship: A client has the right to terminate the agreement without penalty within five (5) days after entering into the agreement. The agreement may also be canceled at any time, by either party, for any reason upon receipt of 30 days written notice. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees including account closing fees will be due and payable. Mutual Fund and ETF Fees: All fees paid to USAdvisors Wealth Management, LLC for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each mutual fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund or ETF directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. USAdvisors Wealth Management, LLC will typically use ETFs and Mutual Funds with no transaction fees for Model Portfolio Management clients. In certain situations, however, we may find that an ETF or Mutual Fund with a transaction fee is a more appropriate choice or more cost effective. In this situation the client will pay separate and typical transactions fees associated with such ETFs or Mutual Funds. Neither USAdvisors Wealth Management, LLC, nor its associated persons, share in ETF or Mutual Fund transaction fees for Model Portfolio Management clients. Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker dealers, including but not limited to; any transaction charges imposed by a broker dealer with which an independent investment manager effects transactions for the client's account(s), maintenance, statement and termination fees. Please refer to the "Brokerage Practices" section (Item 12) of this Form ADV for additional information. ERISA Accounts: USAdvisors Wealth Management, LLC is deemed to be a fiduciary to advisory clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act ("ERISA"), and regulations under the Internal Revenue Code of 1986 (the "Code"), respectively. As such, our firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include among other things, restrictions concerning certain forms of 14  compensation. To avoid engaging in prohibited transactions, USAdvisors Wealth Management, LLC may only charge fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees. Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisors for similar or lower fees. Direct Debiting of Advisory Fees: A client’s advisory fee will be directly debited from the client’s custodial account. Please see Item 15 (“Custody”) of this brochure for more information on direct debiting of fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees in excess of $1200 more than six months in advance of services rendered. Account Closing and Transfer Fees: USAdvisors Wealth Management, LLC reserves the right to charge $100 for closed accounts and account transfers. Item 6 Performance-Based Fees and Side-By-Side Management USAdvisors Wealth Management, LLC does not charge performance-based fees. Item 7 Types of Clients USAdvisors Wealth Management, LLC provides advisory services to the following types of clients: Individuals (other than high net worth individuals) • • High net worth individuals • Charitable organizations • Corporations or other businesses not listed above • Trusts As previously disclosed in Item 5, our firm has established certain initial minimum account requirements, based on the nature of the service(s) being provided. For a more detailed understanding of those requirements, please review the disclosures provided in each applicable service. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS We use the following methods of analysis in formulating our investment advice and/or 15  managing client assets. The various investment advisor representatives who directly manage client portfolios may use any or all of these methods of analysis: Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Asset Allocation. Rather than focusing primarily on securities selection, we attempt to identify an appropriate ratio of securities, fixed income, and cash suitable to the client’s investment goals and risk tolerance. A risk of asset allocation is that the client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the ratio of securities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, will no longer be appropriate for the client’s goals. Mutual Fund and/or ETF Analysis. We look at the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the underlying investments held in another fund(s) in the client’s portfolio. We also monitor the funds or ETFs in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the holding(s) less suitable for the client’s portfolio. Risks for all forms of analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly-available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. 16  INVESTMENT STRATEGIES We use the following strategy(ies) in managing client accounts, provided that such strategy(ies) are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Long-term purchases. We purchase securities with the idea of holding them in the client's account for a year or longer. Typically, we employ this strategy when: • we believe the securities to be currently undervalued, and/or • we want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Finally, in our efforts to maintain an investment objective, portfolio rebalancing is employed. As a result of rebalancing, short-term gains or losses may be incurred to maintain the proper investment allocation within the portfolio. Short-term purchases. When utilizing this strategy, we purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. A short-term purchase strategy poses risks should the anticipated price swing not materialize; we are then left with the option of having a long-term investment in a security that was designed to be a short-term purchase, or potentially taking a loss. In addition, this strategy involves more frequent trading than does a longer-term strategy and will result in increased brokerage and other transaction-related costs, as well as less favorable tax treatment of short-term capital gains. Trading Utilizing a trading strategy creates the potential for sudden losses if the anticipated price swing does not materialize. Moreover, under those circumstances, we are left with few options: • having a long-term investment in a security that was designed to be a short-term • purchase, or the potential of having to take a loss. In addition, because this strategy involves more frequent trading than does a longer- term strategy, there will be a resultant increase in brokerage and other transaction- related costs, as well as less favorable tax treatment of short-term capital gains. 17  Risk of Loss. Securities investments are not guaranteed and you may lose money on your investments. We ask that you work with us to help us understand your tolerance for risk. Item 9 Disciplinary Information We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose. Massachusetts law requires disclosure that information on disciplinary history and the registration of USAdvisors Wealth Management, LLC and its associated persons may be obtained by contacting the SEC’s Office of Investor Education and Advocacy at (202) 942-8090, Option 6. Disciplinary history may also be obtained from the Massachusetts Securities Division at (617) 727-3548, and if asked, USAdvisors Wealth Management, LLC and its associated persons must also disclose the history. Item 10 Other Financial Industry Activities and Affiliations Some management personnel and investment advisor representatives of our firm, in their individual capacities, are registered representatives of Osaic Wealth, Inc., a FINRA-member broker-dealer. In these separate capacities, these individuals can implement securities transactions and provide investment services for clients for separate and typical compensation. Clients are not under any obligation to engage these individuals when considering implementation of advisory recommendations. The implementation of any or all advisory recommendations is solely at the discretion of the client. Osaic Wealth, Inc. will not be used as a broker-dealer for Advisor Directed Portfolio Management and Model Portfolio Management accounts. Management personnel and investment advisor representatives of our firm, in their individual capacities, are agents for various insurance companies. Moreover, certain management personnel are also owners of USAdvisors Insurance Agency, LLC and Partners Advantage Insurance Services, licensed insurance agencies. As such, these individuals and these firms are able to receive separate, yet customary commission compensation resulting from implementing product transactions on behalf of advisory clients. Clients, however, are not under any obligation to engage these individuals and/or these firms when considering implementation of advisory recommendations. The implementation of any or all insurance recommendations is solely at the discretion of the client. 18  Management personnel of our firm maintain ownership USAdvisors Network, LLC; a firm which provides administrative services for the securities and insurance services described above. Clients should be aware that the receipt of additional compensation by USAdvisors Wealth Management, LLC and its management persons, employees and/or investment advisor representatives creates a conflict of interest that may impair the objectivity of our firm and these individuals when making advisory recommendations. USAdvisors Wealth Management, LLC endeavors at all times to put the interest of its clients first as part of our fiduciary duty as a registered investment advisor; we take the following steps to address this conflict: • we disclose to clients the existence of all material conflicts of interest, including the potential for our firm and our employees to earn compensation from advisory clients in addition to our firm's advisory fees; • we disclose to clients that they are not obligated to purchase recommended investment products from our employees or affiliated companies; • we collect, maintain and document accurate, complete and relevant client background information, including the client’s financial goals, objectives and risk tolerance; • our firm's 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; • we require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed; • we periodically monitor these outside employment activities to verify that any conflicts of interest continue to be properly addressed by our firm; and • 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 Consistent with industry best practices and SEC requirements our firm has adopted a written Code of Ethics which sets forth high ethical standards of business conduct that requires supervised persons to comply with applicable federal securities laws and instructs such persons as to their fiduciary obligations. The firm will provide a copy of the Code of Ethics to any client or prospective client upon request to Andrew Beilke, CCO, at the firm’s principal office address. Our firm requires all employees to maintain high ethical standards of business conduct, including compliance with applicable federal securities laws. USAdvisors Wealth Management, LLC and our personnel owe a duty of loyalty, fairness 19  and good faith towards our clients. USAdvisors Wealth Management, LLC and individuals associated with our firm are prohibited from engaging in principal or agency-cross transactions. Our firm and/or individuals associated with our firm may buy or sell for their personal account’s securities identical to or different from those recommended to our clients. This presents a conflict of interest in that, by purchasing securities that we do not recommend for clients, we could be depriving clients of an investment opportunity. To address this conflict, we review personal securities transactions by our associated persons (please see description of the review process, below). Our firm and/or individuals associated with our firm may buy or sell for their personal accounts securities identical to those recommended to our clients. In addition, any related person(s) may have an interest or position in a certain security (ies) which may also be recommended to a client. This presents a conflict in that, where one of our associated persons to place a personal trade ahead of client trades in the same security, the price of the personal trade could be improved based on the market impact of the client trades. To address this conflict, it is the expressed policy of our firm that no person employed by us may purchase or sell any security prior to a transaction(s) being implemented for an advisory account, thereby preventing such employee(s) from benefiting from transactions placed on behalf of advisory accounts. Another potential conflict that arises from this situation is that we could invest client assets in a security owned by our related persons in order to improve the price of that security. To address this conflict, we require that transactions in client accounts must be consistent with the best interests of our clients. We may aggregate our employee trades with client transactions where possible and when compliant with our duty to seek best execution for our clients. In these instances, participating clients will receive an average share price and transaction costs will be shared equally and on a pro-rata basis. In the instances where there is a partial fill of a particular batched order, we will allocate all purchases pro-rata, with each account paying the average price. Our employee accounts will be included in the pro-rata allocation. These situations represent actual or potential conflicts of interest to our clients. By aggregating personal and client trades, we could be making a trade that is inappropriate for the client in order to obtain better price for our personal trades. To address these potential conflicts, we have established the following policies and procedures for implementing our firm’s Code of Ethics, to ensure our firm complies with its regulatory obligations and provides our clients and potential clients with full and fair disclosure of such conflicts of interest: 20  1. No principal or employee of our firm may put his or her own interest above the interest of an advisory client. 2. No principal or employee of our firm may buy or sell securities for their personal portfolio(s) where their decision is a result of information received as a result of his or her employment unless the information is also available to the investing public. 3. It is the expressed policy of our firm that no person employed by us may purchase or sell any security prior to a transaction(s) being implemented for an advisory account. This prevents such employees from benefiting from transactions placed on behalf of advisory accounts. 4. We maintain a list of all reportable securities holdings for our firm and anyone associated with this advisory practice that has access to advisory recommendations. These holdings are reviewed on a regular basis by our firm's Chief Compliance Officer or his/her designee. 5. We have established procedures for the maintenance of all required books and records. 6. All clients are fully informed that related persons may receive separate commission compensation when effecting transactions during the Financial Planning implementation process. 7. Clients can decline to implement any advice rendered. 8. All of our principals and employees must act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 9. Any individual who violates any of the above restrictions may be subject to termination. As disclosed in the preceding section of this Brochure (Item 10), related persons of our firm are separately registered as securities representatives of a broker-dealer and licensed as an insurance agent/broker of various insurance companies. Please refer to Item 10 for a detailed explanation of these relationships and important conflict of interest disclosures. Item 12 Brokerage Practices USAdvisors Wealth Management, LLC does not have any soft-dollar arrangements and does not have any soft-dollar agreements. As our firm does not have the discretionary authority to determine the broker-dealer to be used or the commission rates to be paid, clients must direct USAdvisors Wealth Management, LLC as to the broker-dealer to be used for all transactions in their managed accounts. USAdvisors Wealth Management, LLC requests that clients direct us to place all trades through the Schwab Institutional division of Charles Schwab Advisor Services ("Schwab"). USAdvisors Wealth Management, LLC has evaluated Schwab and believes that they will provide our clients with a blend of execution services, commission costs 21  and professionalism that will assist our firm to meet our fiduciary obligations to clients. We reserve the right to decline acceptance of any client account for which the client directs the use of a custodian other than Schwab if we believe that this choice would hinder our fiduciary duty to the client and/or our ability to service the account. In directing the use of Schwab, it should be understood that USAdvisors Wealth Management, LLC will not have authority to negotiate commissions or to necessarily obtain volume discounts, and best execution may not be achieved. In addition, a disparity in commission charges may exist between the commissions charged to the client and those charged to other clients (who may direct the use of another broker). Clients should note, while USAdvisors Wealth Management, LLC has a reasonable belief that Schwab is able to obtain best execution and competitive prices, our firm will not be independently seeking best execution price capability through other brokers. Not all advisors require clients to direct it to use a particular broker-dealer. It is not anticipated that there will initially be sufficient assets in Advisor Directed Portfolio Management accounts to permit block trading in these accounts. As Model Portfolio Management accounts consist largely of mutual funds and ETFs, USAdvisors Wealth Management, LLC does not anticipate that there will be situations in which block trading will be advantageous. Other advisors may block trades of aggregate blocks of securities composed of assets from multiple client accounts when they believe doing so will result in better pricing for their clients. As noted above, USAdvisors Wealth Management, LLC recommends that clients establish advisory accounts with Schwab, a FINRA registered broker-dealer, member SIPC, to maintain custody of clients' assets and to effect trades for their accounts. Although we recommend that clients establish accounts at Schwab, it is the client's decision to custody assets with Schwab. We may decline to accept a client who requires that we use a different broker-dealer if we believe that the use of that broker- dealer would limit our ability to effectively manage client accounts. USAdvisors Wealth Management, LLC is independently owned and operated and not affiliated with Schwab. Schwab provides USAdvisors Wealth Management, LLC with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor's clients' assets are maintained in accounts at Schwab. These services are not contingent upon our firm committing to Schwab any specific amount of business (assets in custody or trading commissions). Schwab’s brokerage services include the execution of securities transactions, custody, research, 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 our client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that 22  are executed through Schwab or that settle into Schwab accounts. Schwab also make available to our firm other products and services that benefit USAdvisors Wealth Management, LLC but may not directly benefit our clients' accounts. Many of these products and services may be used to service all or some substantial number of our client accounts, including accounts not maintained at Schwab. Schwab’s products and services that assist us in managing and administering our clients' accounts include software and other technology that provide access to client account data (such as trade confirmations and account statements); • facilitate trade execution and allocate aggregated trade orders for multiple client accounts; facilitate payment of our fees from clients' accounts; and • provide research, pricing and other market data; • • assist with back-office functions, recordkeeping and client reporting. • Schwab also offers other services intended to help us manage and further develop our business enterprise. These services may include: compliance, legal and business consulting; publications and conferences on practice management and business succession; and access to employee benefits providers, human capital consultants and insurance providers. Schwab may make available, arrange and/or pay third-party vendors for the types of services rendered to USAdvisors Wealth Management, LLC. Schwab may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to our firm. Schwab may also provide other benefits such as educational events or occasional business entertainment to our personnel. In evaluating whether to recommend or require that clients custody their assets at Schwab, we may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors we consider and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. Fees and commissions charged by Schwab may be greater than those charged by other broker-dealers or custodians. For Osaic Wealth Relationships Clients choosing to implement our advice are free to select any broker they wish and are so informed. If clients wish to have our advisor representatives implement the advice in their capacity as registered representatives or through one of the Osaic Wealth, Inc. programs detailed in Item 5 – Fees and Compensation, then our advisor representatives’ broker/dealer, Osaic Wealth, will be used. The 3rd party custodians utilized through Osaic Wealth, Inc are Pershing and National Financial Services. Not all investment advisors require the use of a particular broker/dealer. Some investment advisors allow their clients to pick which broker/dealer the client uses. However, in order to provide efficient services and based upon the arrangement with 23  Osaic Wealth, USAdvisors Wealth Management requires the use of Osaic Wealth’s account opening process. Osaic Wealth may limit or restrict the broker/dealer or custodial platforms for its registered representatives that are also independently licensed due to its duty to supervise the transactions implemented by these individuals. Advisor representatives of USAdvisors Wealth Management, LLC are registered representatives of Osaic Wealth and are required to use the services of Osaic Wealth and Osaic Wealth’s approved clearing broker-dealers when acting in their capacity as a registered representative. Osaic Wealth serves as the introduction broker-dealer. All accounts established through Osaic Wealth will be cleared and held through National Financial Services, LLC or Pershing, LLC. Osaic Wealth has a wide range of approved securities products for which Osaic Wealth performs due diligence prior to selections. Osaic Wealth’s registered representatives are required to adhere to these products when implementing securities transactions through Osaic Wealth. Commissions charged for these products may be higher or lower than commissions clients may be able to obtain if transactions were implemented through another broker/dealer. Because the advisor representatives of USAdvisors Wealth Management, LLC are also registered representatives of Osaic Wealth, Osaic Wealth provided compliance and supervision support to the advisor representatives of USAdvisors Wealth Management, LLC. In addition, Osaic Wealth also provides the advisor representatives of USAdvisors Wealth Management, LLC with back-office operations, technology, and other administrative support. Economic benefits are provided by Osaic Wealth to USAdvisors Wealth Management, LLC that will not be provided if the client selects another broker/dealer or account custodian. These benefits may include: negotiated costs for transaction implementation, a dedicated trade desk that services Osaic Wealth participants exclusively, a dedicated service group and an account services manager dedicated to our firm’s accounts, access to a real-time order matching system, electronic download of trades, balances and position information, access, for a fee, to an electronic interface with the account custodian’s software, duplicate and batched client statements, confirmations and year-end reports. Your representative may be incented to join and remain affiliated with Osaic Wealth through certain compensation arrangements which could include bonuses, enhanced pay-outs, forgivable loans and/or business transition loans. Furthermore, there may or may not be production goals associated with the recommendation of a transaction from your representative. The receipt of any such compensation may be considered to be a conflict of interest. We encourage you to review this ADV closely and discuss any potential conflicts of interest with your representative. Financial Planning As noted in Item 10, above, investment advisor representatives who prepare financial 24  plans for clients may offer to implement financial planning recommendations in their separate capacities as registered representatives of Osaic Wealth, Inc. and/or as insurance agents. Please refer to Item 10 for information about the conflicts of interest inherent in this situation. Financial Planning clients are under no obligation to use these individuals to implement any financial planning recommendations. Please refer to Item 10 for information about the conflicts of interest inherent in this situation. Item 13 Review of Accounts INDIVIDUAL PORTFOLIO MANAGEMENT and MODEL PORTFOLIO MANAGEMENT REVIEWS: Accounts are reviewed in the context of each client's stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment. Model portfolios are reviewed by the Investment Committee: • Erik Jensen, Trader and Advisory Services Representative • Andrew Beilke, Chief Operating Officer • Steve Finn, Compliance Director Each client’s account is reviewed by the investment advisor representative responsible for the client’s account. REPORTS: Clients will receive statements, at least quarterly, from their broker-dealer or clearing firm. As part of this billing process, we send the custodian the management fee to be charged to the clients account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. FINANCIAL PLANNING REVIEWS: While reviews may occur at different stages depending on the nature and terms of the specific engagement, typically no formal reviews will be conducted for financial planning clients unless otherwise contracted for. REPORTS: Financial planning clients will receive a completed financial plan. Additional reports will not typically be provided unless otherwise contracted for. 25  Item 14 Client Referrals and Other Compensation It is USAdvisors Wealth Management, LLC's policy not to engage solicitors or to pay related or non-related persons for referring potential clients to our firm. Likewise, USAdvisors Wealth Management, LLC does not conduct solicitation activity for any other institutions and does not receive any referral fees. Our firm and/or our officers and representatives are eligible to receive incentive awards (including prizes such as trips or bonuses) for attaining certain production levels, recommending certain types of insurance policies or other investment products. In their capacities as registered representatives of Osaic Wealth, Inc., investment advisor representatives who implement mutual fund transactions for Financial Planning clients may receive certain ongoing marketing fees (“12b-1 fees”) from the recommended mutual funds. While we endeavor at all times to put the interest of our clients first as part of our fiduciary duty, the possibility of receiving incentive awards creates a conflict of interest and may affect the judgment of these individuals when making recommendations. FINANCIAL INSTITUTION SOLICITOR RELATIONSHIPS USAWM investment advisor representatives (IARs) have entered into an agreement pursuant to which Financial Institution has agreed to consider prospective clients for whom the investment advisory services of USAWM and IAR would be appropriate and to refer them to USAWM and IAR. Financial Institution is not authorized to provide investment advice and may not provide investment advice on behalf of either USAWM or IAR but will refer prospective advisory clients to USAWM and IAR. USAWM has agreed to compensate Financial Institution for these activities by paying to Financial Institution a portion of the management fees or financial planning fees paid by referred clients. USAWM will provide notice to referred clients of any changes to the percentage of the management fees or financial planning fees that USAWM pays to Financial Institution. USAWM and IAR will not charge a client referred to USAWM and IAR by Financial Institution any amount for the cost of obtaining the client in addition to the fee normally charged by USAWM and IAR for investment advisory services. In addition, such clients will not be charged an amount or level of advisory fee in excess of the amount or level of advisory fee charged by USAWM and IAR to their investment advisory clients for similar services to comparable accounts. Under the client's investment advisory relationship with USAWM and IAR, all fees should be made payable to USAWM, the applicable product sponsor or the asset custodian, as appropriate. With regard to the provision of investment advisory services by USAWM and IAR, Financial Institution may not accept from the client cash or any other instrument payable to Financial Institution. 26  Item 15 Custody We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that our firm directly debits advisory fees from client accounts. As part of this billing process, we send the custodian the management fee to be charged to the clients account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if they believe that there may be an error in their statement. Apart from directly debiting clients’ fees, our firm does not have actual or constructive custody of client funds or securities. Item 16 Investment Discretion Advisor Directed Portfolio Management and Clients may hire us to provide discretionary asset management services, in which case we place trades in a client's account without contacting the client prior to each trade to obtain the client's permission. Our discretionary authority includes the ability to do the following without contacting the client: • determine the security to buy or sell; and/or • determine the amount of the security to buy or sell. Clients give us discretionary authority when they sign a discretionary agreement with our firm and may limit this authority by giving us written instructions. Clients may also change/amend such limitations by once again providing us with written instructions. Item 17 Voting Client Securities As a matter of firm policy, we do not vote proxies on behalf of clients. Therefore, although our firm may provide investment advisory services relative to client investment assets, clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. Clients are responsible for instructing each custodian of the assets, to forward to 27  the client copies of all proxies and shareholder communications relating to the client’s investment assets. We do not offer any consulting assistance regarding proxy issues to clients. Clients may contact their investment advisor representatives with questions about a particular proxy solicitation. Item 18 Financial Information As an advisory firm that maintains discretionary authority for client accounts, we are also required to disclose any financial condition that is reasonable likely to impair our ability to meet our contractual obligations. USAdvisors Wealth Management, LLC has no additional financial circumstances to report. Under no circumstances do we require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. USAdvisors Wealth Management, LLC has never been the subject of a bankruptcy petition. Item 19 Co-Branding Our firm offers services through our network of investment advisor representatives (IARs). IARs may have their own legal business entities whose trade names and logos are used for marketing purposes and may appear on marketing materials or client statements. The Client should understand that the businesses are legal entities of the IAR and not of our firm USAdvisors Wealth Management. The IARs are under the supervision of our firm USAdvisors Wealth Management, and the advisory services of the IAR are provided through our firm, USAdvisors Wealth Management. Our firm USAdvisors Wealth Management has the arrangement described above with the following Investment Advisor Representatives: - Advocate Wealth Management - Morton Financial Solutions 28