VARRA WEALTH MANAGEMENT LLC

Varra Wealth Management LLC d/b/a Varra Financial Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Varra Wealth Management LLC d/b/a Varra Financial. If you have any questions about the contents of this brochure, please contact us at (303) 665-2822 or by email at: James@varrafinancial.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 Varra Wealth Management LLC d/b/a Varra Financial is also available on the SEC’s website at www.adviserinfo.sec.gov. Varra Wealth Management LLC d/b/a Varra Financials’ CRD number is: 324044. 1849 Cherry St. Unit 16 Louisville, CO 80027 (303) 665-2822 James@varrafinancial.com. https://varrafinancial.com Registration as an investment adviser does not imply a certain level of skill or training. Version Date: 07/14/2025 i  Item 2: Material Changes The material changes in this brochure from the last annual updating amendment of Varra Wealth Management LLC d/b/a Varra Financial on 03/13/2025 are described below. Material changes relate to Varra Wealth Management LLC d/b/a Varra Financial’s policies, practices, or conflicts of interests. • Varra Wealth Management LLC has removed Evan Blake Welch. (Item 10.A and Item 10.C) 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 ....................................................................7 Item 7: Types of Clients ..........................................................................................................................................7 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ...............................................................8 Item 9: Disciplinary Information .........................................................................................................................10 Item 10: Other Financial Industry Activities and Affiliations .........................................................................11 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...............13 Item 12: Brokerage Practices ................................................................................................................................14 Item 13: Review of Accounts ................................................................................................................................16 Item 14: Client Referrals and Other Compensation ..........................................................................................17 Item 15: Custody ....................................................................................................................................................17 Item 16: Investment Discretion ............................................................................................................................17 Item 17: Voting Client Securities (Proxy Voting) ..............................................................................................18 Item 18: Financial Information .............................................................................................................................18 iii  Item 4: Advisory Business A. Description of the Advisory Firm Varra Wealth Management LLC d/b/a Varra Financial (hereinafter “VWML”) is a Limited Liability Company organized in the State of Colorado. The firm was formed in October 2022, and the principal owner is Gina Varra. B. Types of Advisory Services Portfolio Management Services VWML offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. VWML creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels) and then constructs a plan to aid in the selection of a portfolio that matches each client's specific situation. 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 VWML evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. VWML 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. VWML seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of VWML’s economic, investment or other financial interests. To meet its fiduciary obligations, VWML attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, VWML’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 VWML’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. Pension Consulting Services VWML offers consulting services to pension or other employee benefit plans (including but not limited to 401(k) plans). Pension consulting may include, but is not limited to: 2  identifying investment objectives and restrictions providing guidance on various assets classes and investment options recommending money managers to manage plan assets in ways designed monitoring performance of money managers and investment options and recommending other service providers, such as custodians, administrators • • • to achieve objectives • making recommendations for changes • and broker-dealers • creating a written pension consulting plan These services are based on the goals, objectives, demographics, time horizon, and/or risk tolerance of the plan and its participants. Financial Planning Financial plans and financial planning may include but are not limited to: investment planning; life insurance; tax concerns; retirement planning; college planning; and debt/credit planning. Services Limited to Specific Types of Investments VWML generally limits its investment advice to mutual funds, fixed income securities, equities and ETFs. VWML 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. 3  C. Client Tailored Services and Client Imposed Restrictions VWML will tailor a program for each individual client. This will include an interview session to get to know the client’s specific needs and requirements as well as a plan that will be executed by VWML on behalf of the client. VWML will review the client’s financial plan, including tax planning, retirement planning, asset allocation overview, cash flow analysis, and investment selection. VWML may use model allocations together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. Clients may not impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. 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. VWML does not participate in wrap fee programs. E. Assets Under Management VWML has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $ 0.00 $ 237,502,237.00 December 2024 Item 5: Fees and Compensation A. Fee Schedule Portfolio Management Fees Total Assets Under Management Annual Fees $1 - $1,000,000 1.00% $1,000,001 - $3,000,000 0.80% $3,000,001 - $5,000,000 0.70% $5,000,001 - $10,000,000 0.60% $10,000,001 - AND UP 0.50% 4  VWML uses an average of the daily balance in the client's account throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. 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 VWML's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 7 days' written notice. Pension Consulting Services Fees Asset-Based Fees for Pension Consulting Total Assets Under Management Annual Fee $0 - $2,000,000 0.50% $2,000,001 - AND UP 0.40% VWML uses an average of the daily balance in the client's account throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. 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 VWML's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the pension consulting agreement generally with 30 days' written notice. VWML uses an average of the daily balance in the client’s account throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. Financial Planning Fees Fixed Fees The negotiated fixed rate for creating client financial plans is between $2,500 and $25,000. Clients may terminate the agreement without penalty, for full refund of VWML’s fees, within five business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement generally upon written notice. 5  B. Payment of Fees Payment of Portfolio Management Fees For clients who utilize LPL Financial as their custodian, asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis. Fees are paid in advance. For clients who utilize SEI Private Trust Co as their custodian, asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization monthly basis. Fees are paid in arrears. Payment of Pension Consulting Fees Asset-based pension consulting fees are withdrawn directly from the client's accounts with client's written authorization on a monthly basis. Fees are paid in arrears. Payment of Financial Planning Fees Financial planning fees are paid via check and wire. Fixed financial planning fees are paid 50% in advance, but never more than six months in advance, with the remainder due upon presentation of the plan. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third-party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by VWML. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees VWML collects certain fees in advance and certain fees in arrears, as indicated above. Refunds for fees paid in advance but not yet earned will be refunded on a prorated basis and returned within fourteen days to the client via check, or return deposit back into the client’s account. Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. 6  E. Outside Compensation For the Sale of Securities to Clients James Stanley Johnson, Gina Marie Varra and Cameron Franklin Dunford are registered representatives of a broker-dealer. James Stanley Johnson, Gina Marie Varra and Cameron Franklin Dunford are also insurance agents. In these roles, they accept compensation for the sale of investment products to VWML clients. 1. This is a Conflict of Interest Supervised persons may accept compensation for the sale of investment products, including asset based sales charges or service fees from the sale of mutual funds to VWML's clients. This presents a conflict of interest and gives the supervised person an incentive to recommend products based on the compensation received rather than on the client’s needs. When recommending the sale of investment products for which the supervised persons receives compensation, VWML will document the conflict of interest in the client file and inform the client of the conflict of interest. 2. Clients Have the Option to Purchase Recommended Products From Other Brokers Clients always have the option to purchase VWML recommended products through other brokers or agents that are not affiliated with VWML. 3. Commissions are not VWML's primary source of compensation for advisory services Commissions are not VWML’s primary source of compensation for advisory services. 4. Advisory Fees in Addition to Commissions or Markups Advisory fees that are charged to clients are not reduced to offset the commissions or markups on investment products recommended to clients. Item 6: Performance-Based Fees and Side-By-Side Management VWML 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 VWML generally provides advisory services to the following types of clients: 7  ❖ ❖ ❖ ❖ Individuals High-Net-Worth Individuals Charitable Organizations Corporations or Business Entities There is no account minimum for any of VWML’s services. Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis VWML’s methods of analysis include Modern portfolio theory. Modern portfolio theory is a theory of investment 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, each by carefully choosing the proportions of various asset. Investment Strategies VWML uses long term trading. 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 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. 8  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. 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 9  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 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. 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. 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. 10  Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative As registered representatives of LPL Financial, James Stanley Johnson, Gina Marie Varra, Cameron Franklin Dunford, Chanda Nicole Sloat, and Christina Frances Hunter accept compensation for the sale of securities. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither VWML 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 James Stanley Johnson is a registered representative of LPL Financial and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. VWML always acts in the best interest of the client, including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of VWML in such individual’s capacity as a registered representative. James Stanley 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 VWML are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. VWML 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 insurance agent. VWML periodically 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. VWML 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 VWML’s supervised persons may also be 11  available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. Gina Marie Varra is a registered representative of LPL Financial and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. VWML always acts in the best interest of the client, including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of VWML in such individual’s capacity as a registered representative. Gina Marie Varra 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 VWML are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. VWML 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 insurance agent. VWML periodically 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. VWML 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 VWML’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. Cameron Franklin Dunford is a registered representative of LPL Financial and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. VWML always acts in the best interest of the client, including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of VWML in such individual’s capacity as a registered representative. Cameron Franklin Dunford 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 VWML are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. VWML addresses this conflict of 12  interest by requiring its supervised persons to act in the best interest of the client at all times, including when acting as an insurance agent. VWML periodically 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. VWML 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 VWML’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. Chanda Nicole Sloat is a registered representative. From time to time, she will offer clients advice or products from this activity. Clients should be aware that these services pay a commission and involve a possible conflict of interest, as commissionable products can conflict with the fiduciary duties of a registered investment adviser. VWML always acts in the best interest of the client; including in the sale of commissionable products to advisory clients. Clients are in no way required to utilize the services any representative of VWML in such individual's outside capacity. Christina Frances Hunter is a registered representative of LPL Financial and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. VWML DBA Varra Financial always acts in the best interest of the client, including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of VWML DBA Varra Financial in such individual’s capacity as a registered representative. LPL Financial and VWML DBA Varra Financial are separate entities. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections VWML does not utilize nor select third-party investment advisers. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 13  A. Code of Ethics VWML 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. VWML's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests VWML does not recommend that clients buy or sell any security in which a related person to VWML or VWML has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of VWML may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of VWML 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. VWML 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. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of VWML may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of VWML 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, VWML will never engage in trading that operates to the client’s disadvantage if representatives of VWML buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices 14  A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on VWML’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 VWML 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 VWML's research efforts. VWML will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker-dealer/custodian. VWML will require clients to use SEI Private Trust Co and LPL Financial. VWML receives support services and/or products from LPL Financial, many of which assist the VWML to better monitor and service program accounts maintained at LPL Financial; however, some of the services and products benefit VWML and not client accounts. These support services and/or products may be received without cost, at a discount, and/or at a negotiated rate, and may include the following: investment-related research software and other technology that provide access to client account data compliance and/or practice management-related publications consulting services computer hardware and/or software • • pricing information and market data • • • • attendance at conferences, meetings, and other educational and/or social events • marketing support • • other products and services used by VWMLin furtherance of its investment advisory business operations LPL Financial may provide these services and products directly, or may arrange for third party vendors to provide the services or products to Advisor. In the case of third party vendors, LPL Financial may pay for some or all of the third party’s fees. These support services are provided to VWML based on the overall relationship between VWML and LPL Financial. It is not the result of soft dollar arrangements or any other express arrangements with LPL Financial that involves the execution of client transactions as a condition to the receipt of services. VWML will continue to receive the services regardless of the volume of client transactions executed with LPL Financial. Clients do not pay more for services as a result of this arrangement. There is no corresponding commitment made by the VWML to LPL or any other entity to invest any specific amount or percentage of client assets in any specific securities as a result of the arrangement. However, because Advisor receives these benefits from LPL Financial, there is a potential conflict of interest. The receipt of these products and services presents a financial incentive 15  for Advisor to recommend that its clients use LPL Financial’s custodial platform rather than another custodian’s platform. 1. Research and Other Soft-Dollar Benefits VWML receives no research, product, or services other than execution from broker- dealers or custodians in connection with client securities transactions (“soft dollar benefits”). 2. Brokerage for Client Referrals VWML 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 VWML will require clients to use a specific broker-dealer to execute transactions. Not all advisers require clients to use a particular broker-dealer. B. Aggregating (Block) Trading for Multiple Client Accounts VWML does not aggregate or bunch the securities to be purchased or sold for multiple clients. This may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for VWML's advisory services provided on an ongoing basis are reviewed at least Annually by James Johnson, Partner/ Financial Advisor, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at VWML are assigned to this reviewer. All financial planning accounts are reviewed upon financial plan creation and plan delivery by James Johnson, Partner/ Financial Advisor. Financial planning clients are provided a one-time financial plan concerning their financial situation. After the presentation of the plan, there are no further reports. Clients may request additional plans or reports for a fee. 16  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). With respect to financial plans, VWML’s services will generally conclude upon delivery of the financial plan. C. Content and Frequency of Regular Reports Provided to Clients Each client of VWML'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. Each financial planning client will receive the financial plan upon completion. 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) VWML does not receive any economic benefit, directly or indirectly from any third party for advice rendered to VWML's clients. B. Compensation to Non – Advisory Personnel for Client Referrals VWML 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, VWML 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. Item 16: Investment Discretion 17  VWML 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, VWML 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. In some instances, VWML’s discretionary authority in making these determinations may be limited by conditions imposed by a client (in investment guidelines or objectives, or client instructions otherwise provided to VWML. Item 17: Voting Client Securities (Proxy Voting) VWML 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. Item 18: Financial Information A. Balance Sheet VWML 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 VWML nor its management has any financial condition that is likely to reasonably impair VWML’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years VWML has not been the subject of a bankruptcy petition in the last ten years. 18