WAGNER LOFTIN INVESTMENT SERVICES LLC

Item 1: Cover Page Part 2A of Form ADV: Firm Brochure April 2025 3478 BUSKIRK AVENUE, SUITE 333 PLEASANT HILL, CA 94523 WWW.WLISINVEST.COM FIRM BROCHURE GERALD G. GUINTU, CHIEF COMPLIANCE OFFICER This brochure provides information about the qualifications and business practices of Wagner Loftin Investment Services LLC. If clients have any questions about the contents of this brochure, please contact us at (925) 930-7176 or email at GGuintu@wlisinvest.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 our firm is also available on the SEC’s website at www.adviserinfo.sec.gov by searching CRD #109770. Please note that the use of the term “registered investment advisor” and description of our firm and/or our associates as “registered” does not imply a certain level of skill or training. Clients are encouraged to review this Brochure and Brochure Supplements for our firm’s associates who advise clients for more information on the qualifications of our firm and our employees.  Item 2: Material Changes Wagner Loftin Investment Services LLC is required to notify clients of any information that has changed since the last annual update of the Firm Brochure (“Brochure”) that may be important to them. Clients can request a full copy of our Brochure or contact us with any questions that they may have about the changes. Since the last annual amendment filed on 03/21/2024, the following changes have been made: • Form ADV Part 2A – Cover Page: Our firm has disclosed its website address, • Form ADV Part 2A – Item 4: Advisory Business: www.WLISInvest.com. Our firm has removed language for its service offerings for the following services: o o o • Form ADV Part 2A – Item 7: Types of Clients and Account Requirements. VISION2020 WEALTH MANAGEMENT PLATFORM – MODEL PORFOLIOS PROGRAM PREMIER ADVISORY SERVICES PLAN SPONSOR RETIREMENT PLAN CONSULTING Our firm has disclosed that it will no longer have a minimum account balance requirement for a client to engage in services with our firm. ADV Part 2A – Firm Brochure Page 2 Wagner Loftin Investment Services LLC  Item 3: Table of Contents ....................................................................................................................................... 1 ............................................................................................................................ 2 ............................................................................................................................ 3 .......................................................................................................................... 4 ..................................................................................................................... 5 .............................................................. 6 ................................................................................... 6 ........................................................ 7 .............................................................................................................. 15 .................................................................... 15 .............................................................................. 15 ................................................................................................................... 16 ..................................................................................... 19 ................................................................................... 20 ....................................................................................................................................... 21 ............................................................................................................... 22 .............................................................................................................. 22 ................................................................................................................ 22 Item 1: Cover Page Item 2: Material Changes Item 3: Table of Contents Item 4: Advisory Business Item 5: Fees & Compensation Item 6: Performance-Based Fees & Side-By-Side Management Item 7: Types of Clients & Account Requirements Item 8: Methods of Analysis, Investment Strategies & Risk of Loss Item 9: Disciplinary Information Item 10: Other Financial Industry Activities & Affiliations Item 11: Code of Ethics, Participation or Interest in Item 12: Brokerage Practices Item 13: Review of Accounts or Financial Plans Item 14: Client Referrals & Other Compensation Item 15: Custody Item 16: Investment Discretion Item 17: Voting Client Securities Item 18: Financial Information ADV Part 2A – Firm Brochure Page 3 Wagner Loftin Investment Services LLC  Item 4: Advisory Business Our firm is dedicated to providing individuals and other types of clients with a wide array of investment advisory services. Our firm is a limited liability company formed under the laws of the State of California in 2022 and has been in business as an investment advisor since 1993. Our firm is wholly owned by Ronald Wagner. The purpose of this Brochure is to disclose the conflicts of interest associated with the investment transactions, compensation and any other matters related to investment decisions made by our firm or its representatives. As a fiduciary, it is our duty to always act in the client’s best interest. This is accomplished in part by knowing our client. Our firm has established a service-oriented advisory practice with open lines of communication for many different types of clients to help meet their financial goals while remaining sensitive to risk tolerance and time horizons. Working with clients to understand their investment objectives while educating them about our process facilitates the kind of working relationship we value. Types of Advisory Services Offered VISION2020 Wealth Management Platform – Advisor Managed Portfolios The Wealth Management Platform – Advisor Managed Portfolios Program (the “Program”) provides comprehensive investment management of your assets through the application of asset allocation planning software as well as the provision of execution, clearing and custodial services through Pershing, LLC (“Pershing”). The Advisor Management Portfolios program is an investment and billing platform, and VISION2020 Wealth Management Corp. (the “Sponsor”), a Registered Investment Advisory (“RIA”) firm registered with the Securities and Exchange Commission (“SEC”), is defined as a Sponsor of the Program under 17 CFR 275.204-3(g)(3). VISION2020 is a subsidiary of Osaic, Inc., a shareholder of Osaic Wealth, Inc., our recommended and affiliated Broker-Dealer (“Broker Dealer”). Our firm will serve as the client’s sole portfolio manager for client accounts placed in the Platform. Advisor Managed Portfolios provides risk tolerance assessment, efficient frontier plotting, fund profiling and performance data, and portfolio optimization and re-balancing tools. Utilizing these tools and based on your responses to a risk tolerance questionnaire (“Questionnaire”) and discussions that we have together regarding, among other things, investment objective, risk tolerance, investment time horizon, account restrictions, and overall financial situation, we construct a portfolio of investments for you. This portfolio may consist of mutual funds, exchange traded funds, equities, options, debt securities, variable life, variable annuity sub-accounts (certain restrictions may apply) and other investments. Each portfolio is designed to meet your individual needs, stated goals and objectives. Tailoring of Advisory Services Our firm offers individualized investment advice to our Advisor Managed Portfolios clients. ADV Part 2A – Firm Brochure Page 4 Wagner Loftin Investment Services LLC  Each Advisor Managed Portfolios client has the opportunity to place reasonable restrictions on the types of investments to be held in the portfolio. Restrictions on investments in certain securities or types of securities may not be possible due to the level of difficulty this would entail in managing the account. Participation in Wrap Fee Programs Our firm does not offer or sponsor a wrap fee program. Although the Advisor Managed Portfolio service includes both wrap and non-wrap options, our firm will solely offer a non-wrap Advisor Managed Portfolio service. Regulatory Assets Under Management , 2024. Our firm manages $478,043,100 on a discretionary basis and $480,245 on a non-discretionary basis st as of December 31 Item 5: Fees & Compensation Compensation for Our Advisory Services Advisor Managed Portfolios: The maximum annual fee that our firm may charge for this service will not exceed 1.25%. Annualized fees are billed on a pro-rata basis quarterly in advance. Fees to be assessed will be outlined in the separate SIS, and may be billed using the Linear or Tiered method, as defined further in the separate SIS. Fees are negotiable and will be deducted from Client account(s). WLIS does not offer direct invoicing. Adjustments will be made for deposits and withdrawals during the quarter if made in excess of $10,000. As part of this process, Clients understand the following: a) b) c) Client provides authorization permitting WLIS to be directly paid by its Broker Dealer according to the below terms; Client’s billing platform sends statements, at least quarterly, showing the market values for each security included in the Assets and all account disbursements, including the amount of the advisory fees paid to WLIS; and The fees will be billed to WLIS’s clearing firm, Pershing, and will then be paid to the Broker Dealer. If WLIS sends an invoice to the Client, a legend urging the comparison of information provided in the statement with those from the qualified custodian will be included. Other Types of Fees & Expenses Clients will incur transaction fees for trades executed by their chosen custodian, either based on a percentage of the dollar amount of assets in the account(s) or via individual transaction charges. These transaction fees are separate from our firm’s advisory fees and will be disclosed by the chosen custodian. ADV Part 2A – Firm Brochure Page 5 Wagner Loftin Investment Services LLC  Our firm recommends Pershing LLC (“Pershing”) as a custodian for client accounts. Other major custodians have recently eliminated transaction fees for all ETFs and U.S. listed equities, so clients may pay more for investing in the same securities at Pershing. Clients may also pay holdings charges imposed by the chosen custodian for certain investments, charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), distribution fees, surrender charges, variable annuity fees, IRA and qualified retirement plan fees, mark-ups and mark-downs, spreads paid to market makers, fees for trades executed away from custodian, wire transfer fees and other fees and taxes on brokerage accounts and securities transactions. Termination & Refunds Either party may terminate the advisory agreement signed with our firm for Advisor Managed Portfolios services in writing at any time. Upon notice of termination our firm will process a pro-rata refund of the unearned portion of the advisory fees charged in advance. Commissionable Securities Sales Representatives of our firm are registered representatives of Osaic Wealth, Inc., member FINRA/SIPC. As such they are able to accept compensation for the sale of securities or other investment products, including distribution or service (“trail”) fees. Clients should be aware that the practice of accepting commissions for the sale of securities presents a conflict of interest and gives our firm and/or our representatives an incentive to recommend investment products based on the compensation received. Our firm generally addresses commissionable sales conflicts that arise when explaining to clients these sales create an incentive to recommend based on the compensation to be earned and/or when recommending commissionable mutual funds, explaining that “no-load” funds are also available. Our firm does not prohibit clients from purchasing recommended investment products through other unaffiliated brokers or agents. Item 6: Performance-Based Fees & Side-By-Side Management Our firm does not charge performance-based fees. Item 7: Types of Clients & Account Requirements Our firm has the following types of clients: • • • • Individuals and High Net Worth Individuals; Trusts, Estates or Charitable Organizations; Pension and Profit Sharing Plans; Corporations, Limited Liability Companies and/or Other Business Types Our firm does not impose requirements for opening and maintaining accounts or otherwise engaging us. ADV Part 2A – Firm Brochure Page 6 Wagner Loftin Investment Services LLC  Item 8: Methods of Analysis, Investment Strategies & Risk of Loss Methods of Analysis We use the following methods of analysis in formulating our investment advice and/or managing client assets: Charting: In this type of technical analysis, our firm reviews charts of market and security activity in an attempt to identify when the market is moving up or down and to predict how long the trend may last and when that trend might reverse. Cyclical Analysis: Statistical analysis of specific events occurring at a sufficient number of relatively predictable intervals that they can be forecasted into the future. Cyclical analysis asserts that cyclical forces drive price movements in the financial markets. Risks include that cycles may invert or disappear and there is no expectation that this type of analysis will pinpoint turning points, instead be used in conjunction with other methods of analysis. Fundamental Analysis: The analysis of a business's financial statements (usually to analyze the business's assets, liabilities, and earnings), health, and its competitors and markets. When analyzing a stock, futures contract, or currency using fundamental analysis there are two basic approaches one can use: bottom up analysis and top down analysis. The terms are used to distinguish such analysis from other types of investment analysis, such as quantitative and technical. Fundamental analysis is performed on historical and present data, but with the goal of making financial forecasts. There are several possible objectives: (a) to conduct a company stock valuation and predict its probable price evolution; (b) to make a projection on its business performance; (c) to evaluate its management and make internal business decisions; (d) and/or to calculate its credit risk.; and (e) to find out the intrinsic value of the share. When the objective of the analysis is to determine what stock to buy and at what price, there are two basic methodologies investors rely upon: (a) Fundamental analysis maintains that markets may misprice a security in the short run but that the "correct" price will eventually be reached. Profits can be made by purchasing the mispriced security and then waiting for the market to recognize its "mistake" and reprice the security.; and (b) Technical analysis maintains that all information is reflected already in the price of a security. Technical analysts analyze trends and believe that sentiment changes predate and predict trend changes. Investors' emotional responses to price movements lead to recognizable price chart patterns. Technical analysts also analyze historical trends to predict future price movement. Investors can use one or both of these different but complementary methods for stock picking. 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. Qualitative Analysis: A securities analysis that uses subjective judgment based on unquantifiable information, such as management expertise, industry cycles, strength of research and development, and labor relations. Qualitative analysis contrasts with quantitative analysis, which focuses on numbers that can be found on reports such as balance sheets. The two techniques, however, will often be used together in order to examine a company's operations and evaluate its potential as an investment opportunity. Qualitative analysis deals with intangible, inexact concerns that belong to ADV Part 2A – Firm Brochure Page 7 Wagner Loftin Investment Services LLC  the social and experiential realm rather than the mathematical one. This approach depends on the kind of intelligence that machines (currently) lack, since things like positive associations with a brand, management trustworthiness, customer satisfaction, competitive advantage and cultural shifts are difficult, arguably impossible, to capture with numerical inputs. A risk in using qualitative analysis is that subjective judgment may prove incorrect. Quantitative Analysis: The use of models, or algorithms, to evaluate assets for investment. The process usually consists of searching vast databases for patterns, such as correlations among liquid assets or price-movement patterns (trend following or mean reversion). The resulting strategies may involve high-frequency trading. The results of the analysis are taken into consideration in the decision to buy or sell securities and in the management of portfolio characteristics. A risk in using quantitative analysis is that the methods or models used may be based on assumptions that prove to be incorrect. Sector Analysis : Sector analysis involves identification and analysis of various industries or economic sectors that are likely to exhibit superior performance. Academic studies indicate that the health of a stock's sector is as important as the performance of the individual stock itself. In other words, even the best stock located in a weak sector will often perform poorly because that sector is out of favor. Each industry has differences in terms of its customer base, market share among firms, industry growth, competition, regulation and business cycles. Learning how the industry operates provides a deeper understanding of a company's financial health. One method of analyzing a company's growth potential is examining whether the amount of customers in the overall market is expected to grow. In some markets, there is zero or negative growth, a factor demanding careful consideration. Additionally, market analysts recommend that investors should monitor sectors that are nearing the bottom of performance rankings for possible signs of an impending turnaround. Technical Analysis: A security analysis methodology for forecasting the direction of prices through the study of past market data, primarily price and volume. A fundamental principle of technical analysis is that a market's price reflects all relevant information, so their analysis looks at the history of a security's trading pattern rather than external drivers such as economic, fundamental and news events. Therefore, price action tends to repeat itself due to investors collectively tending toward patterned behavior – hence technical analysis focuses on identifiable trends and conditions. Technical analysts also widely use market indicators of many sorts, some of which are mathematical transformations of price, often including up and down volume, advance/decline data and other inputs. These indicators are used to help assess whether an asset is trending, and if it is, the probability of its direction and of continuation. Technicians also look for relationships between price/volume indices and market indicators. Technical analysis employs models and trading rules based on price and volume transformations, such as the relative strength index, moving averages, regressions, inter-market and intra-market price correlations, business cycles, stock market cycles or, classically, through recognition of chart patterns. Technical analysis is widely used among traders and financial professionals and is very often used by active day traders, market makers and pit traders. The risk associated with this type of analysis is that analysts use subjective judgment to decide which pattern(s) a particular instrument reflects at a given time and what the interpretation of that pattern should be. Investment Strategies We Use We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: ADV Part 2A – Firm Brochure Page 8 Wagner Loftin Investment Services LLC  Asset Allocation: The implementation of an investment strategy that attempts to balance risk versus reward by adjusting the percentage of each asset in an investment portfolio according to the investor's risk tolerance, goals and investment time frame. Asset allocation is based on the principle that different assets perform differently in different market and economic conditions. A fundamental justification for asset allocation is the notion that different asset classes offer returns that are not perfectly correlated, hence diversification reduces the overall risk in terms of the variability of returns for a given level of expected return. Although risk is reduced as long as correlations are not perfect, it is typically forecast (wholly or in part) based on statistical relationships (like correlation and variance) that existed over some past period. Expectations for return are often derived in the same way. An asset class is a group of economic resources sharing similar characteristics, such as riskiness and return. There are many types of assets that may or may not be included in an asset allocation strategy. The "traditional" asset classes are stocks (value, dividend, growth, or sector-specific [or a "blend" of any two or more of the preceding]; large-cap versus mid-cap, small-cap or micro-cap; domestic, foreign [developed], emerging or frontier markets), bonds (fixed income securities more generally: investment-grade or junk [high-yield]; government or corporate; short-term, intermediate, long- term; domestic, foreign, emerging markets), and cash or cash equivalents. Allocation among these three provides a starting point. Usually included are hybrid instruments such as convertible bonds and preferred stocks, counting as a mixture of bonds and stocks. Other alternative assets that may be considered include: commodities: precious metals, nonferrous metals, agriculture, energy, others.; Commercial or residential real estate (also REITs); Collectibles such as art, coins, or stamps; insurance products (annuity, life settlements, catastrophe bonds, personal life insurance products, etc.); derivatives such as long-short or market neutral strategies, options, collateralized debt, and futures; foreign currency; venture capital; private equity; and/or distressed securities. • There are several types of asset allocation strategies based on investment goals, risk tolerance, time frames and diversification. The most common forms of asset allocation are: strategic, dynamic, tactical, and core-satellite. • • • Strategic Asset Allocation: The primary goal of a strategic asset allocation is to create an asset mix that seeks to provide the optimal balance between expected risk and return for a long- term investment horizon. Generally speaking, strategic asset allocation strategies are agnostic to economic environments, i.e., they do not change their allocation postures relative to changing market or economic conditions. Dynamic Asset Allocation: Dynamic asset allocation is similar to strategic asset allocation in that portfolios are built by allocating to an asset mix that seeks to provide the optimal balance between expected risk and return for a long-term investment horizon. Like strategic allocation strategies, dynamic strategies largely retain exposure to their original asset classes; however, unlike strategic strategies, dynamic asset allocation portfolios will adjust their postures over time relative to changes in the economic environment. Tactical Asset Allocation: Tactical asset allocation is a strategy in which an investor takes a more active approach that tries to position a portfolio into those assets, sectors, or individual stocks that show the most potential for perceived gains. While an original asset mix is formulated much like strategic and dynamic portfolio, tactical strategies are often traded more actively and are free to move entirely in and out of their core asset classes Core-Satellite Asset Allocation: Core-Satellite allocation strategies generally contain a 'core' strategic element making up the most significant portion of the portfolio, while applying a dynamic or tactical 'satellite' strategy that makes up a smaller part of the portfolio. In this way, core-satellite allocation strategies are a hybrid of the strategic and dynamic/tactical allocation strategies mentioned above. ADV Part 2A – Firm Brochure Page 9 Wagner Loftin Investment Services LLC  Fixed Income: Fixed income is a type of investing or budgeting style for which real return rates or periodic income is received at regular intervals and at reasonably predictable levels. Fixed-income investors are typically retired individuals who rely on their investments to provide a regular, stable income stream. This demographic tends to invest heavily in fixed-income investments because of the reliable returns they offer. Fixed-income investors who live on set amounts of periodically paid income face the risk of inflation eroding their spending power. Some examples of fixed-income investments include treasuries, money market instruments, corporate bonds, asset-backed securities, municipal bonds and international bonds. The primary risk associated with fixed-income investments is the borrower defaulting on his payment. Other considerations include exchange rate risk for international bonds and interest rate risk for longer- dated securities. The most common type of fixed-income security is a bond. Bonds are issued by federal governments, local municipalities and major corporations. Fixed-income securities are recommended for investors seeking a diverse portfolio; however, the percentage of the portfolio dedicated to fixed income depends on your own personal investment style. There is also an opportunity to diversify the fixed-income component of a portfolio. Riskier fixed-income products, such as junk bonds and longer-dated products, should comprise a lower percentage of your overall portfolio. The interest payment on fixed-income securities is considered regular income and is determined based on the creditworthiness of the borrower and current market rates. In general, bonds and fixed- income securities with longer-dated maturities pay a higher rate, also referred to as the coupon rate, because they are considered riskier. The longer the security is on the market, the more time it has to lose its value and/or default. At the end of the bond term, or at bond maturity, the borrower returns the amount borrowed, also referred to as the principal or par value. Long-Term Purchases: Our firm may buy securities for your account and hold them for a relatively long time (more than a year) in anticipation that the security’s value will appreciate over a long horizon. The risk of this strategy is that our firm could miss out on potential short-term gains that could have been profitable to your account, or it’s possible that the security’s value may decline sharply before our firm makes a decision to sell. Margin Transactions: Our firm may purchase securities for your portfolio with money borrowed from your brokerage account. This allows you to purchase more stock than you would be able to with your available cash and allows us to purchase securities without selling other holdings. Margin accounts and transactions are risky and not necessarily appropriate for every client. It should be noted that our firm bills advisory fees on securities purchased on margin which creates a financial incentive for us to utilize margin in client accounts. The potential risks associated with these transactions are (1) You can lose more funds than are deposited into the margin account; (2) the forced sale of securities or other assets in your account; (3) the sale of securities or other assets without contacting you; (4) you may not be entitled to choose which securities or other assets in your account(s) are liquidated or sold to meet a margin call; and (5) custodians charge interest on margin balances which will reduce your returns over time. Uncovered Options: Uncovered option writing is suitable only for the knowledgeable investor who understands the risks, has the financial capacity and willingness to incur potentially substantial losses, and has sufficient liquid assets to meet applicable margin requirements. If the value of the underlying instrument moves against an uncovered writer’s options position, our firm may request ADV Part 2A – Firm Brochure Page 10 Wagner Loftin Investment Services LLC  significant additional margin payments. If an investor does not make such margin payments, we may be forced to close stock or options positions in the investor’s account. The potential loss of uncovered call writing is unlimited. The writer of an uncovered call is in an extremely risky position and may incur large losses if the value of the underlying instrument increases above the exercise price. As with writing uncovered calls, the risk of writing uncovered put options is substantial. The writer of an uncovered put option bears a risk of loss if the value of the underlying instrument declines below the exercise price. Such loss could be substantial if there is a significant decline in the value of the underlying instrument. Short Sales: A short sale is a transaction in which an investor sells borrowed securities in anticipation of a price decline and is required to return an equal number of shares at some point in the future. These transactions have a number of risks that make it highly unsuitable for the novice investor. This strategy has a slanted payoff ratio in that the maximum gain is limited, but the maximum loss is theoretically infinite. The following risks should be considered: (1) In addition to trading commissions, other costs with short selling include that of borrowing the security to short it, as well as interest payable on the margin account that holds the shorted security. (2) The short seller is responsible for making dividend payments on the shorted stock to the entity from whom the stock has been borrowed. (3) Stocks with very high short interest may occasionally surge in price. This usually happens when there is a positive development in the stock, which forces short sellers to buy the shares back to close their short positions. Heavily shorted stocks are also susceptible to “buy-ins,” which occur when a broker closes out short positions in a difficult-to-borrow stock whose lenders are demanding it back. (4) Regulators may impose bans on short sales in a specific sector or even in the broad market to avoid panic and unwarranted selling pressure. Such actions can cause a spike in stock prices, forcing the short seller to cover short positions at huge losses. Short-Term Purchases: When utilizing this strategy, our firm may also purchase securities with the idea of selling them within a relatively short time (typically a year or less). Our firm does this in an attempt to take advantage of conditions that our firm believes will soon result in a price swing in the securities our firm purchase. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. While the stock market may increase and the account(s) could enjoy a gain, it is also possible that the stock market may decrease and the account(s) could suffer a loss. It is important that clients understand the risks associated with investing in the stock market, and that their assets are appropriately diversified in investments. Clients are encouraged to ask our firm any questions regarding their risk tolerance. Capital Risk: Capital risk is one of the most basic, fundamental risks of investing; it is the risk that you may lose 100% of your money. All investments carry some form of risk and the loss of capital is generally a risk for any investment instrument. Company Risk: When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. ADV Part 2A – Firm Brochure Page 11 Wagner Loftin Investment Services LLC  For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced. Economic Risk: The prevailing economic environment is important to the health of all businesses. Some companies, however, are more sensitive to changes in the domestic or global economy than others. These types of companies are often referred to as cyclical businesses. Countries in which a large portion of businesses are in cyclical industries are thus also very economically sensitive and carry a higher amount of economic risk. If an investment is issued by a party located in a country that experiences wide swings from an economic standpoint or in situations where certain elements of an investment instrument are hinged on dealings in such countries, the investment instrument will generally be subject to a higher level of economic risk. Equity (Stock) Market Risk: Common stocks are susceptible to general stock market fluctuations and, volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer. ETF & Mutual Fund Risk : When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities, the ETF, or mutual fund holds. Clients will also incur brokerage costs when purchasing ETFs. Financial Risk: Financial risk is represented by internal disruptions within an investment or the issuer of an investment that can lead to unfavorable performance of the investment. Examples of financial risk can be found in cases like Enron or many of the dot com companies that were caught up in a period of extraordinary market valuations that were not based on solid financial footings of the companies. Inflation Risk : Inflation risk involves the concern that in the future, your investment or proceeds from your investment will not be worth what they are today. Throughout time, the prices of resources and end-user products generally increase and thus, the same general goods and products today will likely be more expensive in the future. The longer an investment is held, the greater the chance that the proceeds from that investment will be worth less in the future than what they are today. Said another way, a dollar tomorrow will likely get you less than what it can today. Interest Rate Risk: Certain investments involve the payment of a fixed or variable rate of interest to the investment holder. Once an investor has acquired or has acquired the rights to an investment that pays a particular rate (fixed or variable) of interest, changes in overall interest rates in the market will affect the value of the interest-paying investment(s) they hold. In general, changes in prevailing interest rates in the market will have an inverse relationship to the value of existing, interest paying investments. In other words, as interest rates move up, the value of an instrument paying a particular rate (fixed or variable) of interest will go down. The reverse is generally true as well. Legal/Regulatory Risk: Certain investments or the issuers of investments may be affected by changes in state or federal laws or in the prevailing regulatory framework under which the investment instrument or its issuer is regulated. Changes in the regulatory environment or tax laws can affect the performance of certain investments or issuers of those investments and thus, can have a negative impact on the overall performance of such investments. ADV Part 2A – Firm Brochure Page 12 Wagner Loftin Investment Services LLC  Liquidity Risk: Certain assets may not be readily converted into cash or may have a very limited market in which they trade. This can create a substantial delay in the receipt of proceeds from an investment. Liquidity risk can also result in unfavorable pricing when exiting (i.e. not being able to quickly get out of an investment before the price drops significantly) a particular investment and therefore, can have a negative impact on investment returns. Manager Risk: There is always the possibility that poor security selection will cause your investments to underperform relative to benchmarks or other funds with a similar investment objective. Market Risk: The value of your portfolio may decrease if the value of an individual company or multiple companies in the portfolio decreases or if our belief about a company’s intrinsic worth is incorrect. Further, regardless of how well individual companies perform, the value of your portfolio could also decrease if there are deteriorating economic or market conditions. It is important to understand that the value of your investment may fall, sometimes sharply, in response to changes in the market, and you could lose money. Investment risks include price risk as may be observed by a drop in a security’s price due to company specific events (e.g. earnings disappointment or downgrade in the rating of a bond) or general market risk (e.g. such as a “bear” market when stock values fall in general). For fixed-income securities, a period of rising interest rates could erode the value of a bond since bond values generally fall as bond yields go up. Past performance is not a guarantee of future returns. Past Performance: Charting and technical analysis are often used interchangeably. Technical analysis generally attempts to forecast an investment’s future potential by analyzing its past performance and other related statistics. In particular, technical analysis often times involves an evaluation of historical pricing and volume of a particular security for the purpose of forecasting where future price and volume figures may go. As with any investment analysis method, technical analysis runs the risk of not knowing the future and thus, investors should realize that even the most diligent and thorough technical analysis cannot predict or guarantee the future performance of any particular investment instrument or issuer thereof. Strategy Risk: There is no guarantee that the investment strategies discussed herein will work under all market conditions and each investor should evaluate his/her ability to maintain any investment he/she is considering in light of his/her own investment time horizon. Investments are subject to risk, including possible loss of principal. Description of Material, Significant or Unusual Risks Broker Dealer established a sweep program (“Sweep Program”) for client accounts managed by our firm and held at the custodian. The term “Free Credit Balance” refers to the credit balance that remains in a brokerage account after all purchases are made and are free from withdrawal restrictions. A Free Credit Balance generally originates from cash deposits, dividends, interest payments, and/or the proceeds from securities sales and may be used at any time to purchase more securities or be withdrawn. In the Sweep Program, any Free Credit Balances in a client’s account will be automatically deposited or “swept” into a cash sweep investment (“Sweep Investment”). Additional compensation in the form of third-party payments is earned by the Broker Dealer through its Sweep Program. Our firm has the ability to place clients in alternative products that may provide higher returns to clients. ADV Part 2A – Firm Brochure Page 13 Wagner Loftin Investment Services LLC  nder U the Sweep Program, Broker Dealer maintains two FDIC-insured deposit programs, the Bank Deposit Sweep Program (“BDSP”) and the Insured Cash Account Program (“ICAP”), that create financial benefits for Broker Dealer. For certain Program Account types, free credit balances are swept to a money market mutual fund product which does not create financial benefits for Broker Dealer. In addition to advisory accounts opened for our clients, our firm may open non-advisory accounts to sell securities and collect commissions. Our firm representatives will receive compensation for the sale of securities or other investment products from the sale of mutual funds. Additionally, our firm will receive distribution or service (“trail”) fees for the commission accounts for the sale of mutual funds. You should be aware that the practice of accepting commissions for the sale of securities: a. Presents a conflict of interest and gives our firm and/or our firm representatives an incentive to recommend investment products based on the compensation received, rather than on your needs. Our firm generally addresses commissionable sales conflicts that arise when explaining to clients that commissionable securities sales create an incentive to recommend products based on the compensation our firm representatives may earn and/or when recommending commissionable mutual funds, explaining that “no-load” funds are also available; and b. In no way prohibits you from purchasing investment products recommended by our firm through other brokers or agents which are not affiliated with our firm. Clients may be able to purchase shares of mutual funds offered through the Program outside of the Program directly from the mutual fund complex issuing them, its principal underwriter or distributor without paying the account fees on such shares (which would be subject to any applicable sales charges). Certain mutual funds offered through the Program may be offered generally to the public without a sales charge. As referenced in each client’s Statement of Investment Selection (“SIS”), Mutual Fund and Alternative Investment share classes designed exclusively to pay sales commissions (e.g. Class B & C) are automatically excluded from the Account Fee. Conversely, Institutional and Net Asset Value (NAV) share classes are eligible for the Account Fee. Clients may also incur certain charges imposed by third parties other than our firm in connection with investments made through their accounts, including but not limited to certain deferred sales charges on previously purchased mutual funds and IRA and Qualified Retirement Plan fees. Neither our firm nor our Broker Dealer will receive or benefit from these charges paid to third parties and will return to your accounts any amounts received by them from third parties in connection with investments made through your account, except as disclosed within the client’s separate client advisory agreement and the Revenue Sharing Disclosure contained within Broker Dealer’s Customer Agreement describes the forms of indirect compensation, if any, our firm and Broker Dealer may receive and retain in respect to investments made through the account. Account fees do not include certain charges such as 12b-1 fees paid by mutual funds held in clients’ accounts. The amount of a mutual fund's 12b-1 fees are included among normal mutual fund expenses and are reflected on the fund financial statements. Notwithstanding the foregoing, no 12b- 1 fees will be received by firm representatives in connection with advisory fees. ADV Part 2A – Firm Brochure Page 14 Wagner Loftin Investment Services LLC  Item 9: Disciplinary Information There are no legal or disciplinary events that are material to the evaluation of our advisory business or the integrity of our management. Item 10: Other Financial Industry Activities & Affiliations Representatives of our firm are registered representatives of Osaic Wealth, Inc. member FINRA/SIPC, and licensed insurance agents. Thus, our firm and its associated persons recommend securities or insurance products offered by Broker Dealer. If our firm’s client purchases these products through us, our firm and/or its associated persons will receive the normal commissions. A conflict of interest exists as these commissionable securities sales create an incentive to recommend products based on the compensation earned. To mitigate this potential conflict, our firm will act in the client’s best interest. Our firm’s associated persons are licensed as insurance agents and securities salespersons, and in the business of selling insurance and securities products. Our firm is principally in the investment management and asset allocation business. Our firm’s associated persons hold ownership interest in AG Artemis Holdings, LP which directly controls Broker Dealer. This can create a conflict of interest as we may be incentivized to direct transactions or assets to broker dealers we stand to benefit from, in addition to our advisory fees. To mitigate this potential conflict, our firm will act in the client’s best interest. Representatives of our firm participate in the FundVest Programs, provided by Broker Dealer. In these programs, transaction charges for purchasing securities that participate in these programs may be reduced or waived. While firm representative’s security sales are reviewed for suitability by an appointed supervisor, you should be aware of the incentives our firm has to sell certain securities products and are encouraged to ask us about any conflict presented. Even so, to mitigate this potential conflict, our firm will act in the client’s best interest. Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading We recognize that the personal investment transactions of members and employees of our firm demand the application of a high Code of Ethics and require that all such transactions be carried out in a way that does not endanger the interest of any client. At the same time, we believe that if investment goals are similar for clients and for members and employees of our firm, it is logical and even desirable that there be common ownership of some securities. Therefore, in order to prevent conflicts of interest, we have in place a set of procedures (including a pre- clearing procedure) with respect to transactions effected by our members, officers and employees for ADV Part 2A – Firm Brochure Page 15 Wagner Loftin Investment Services LLC  1 . In order to monitor compliance with our personal trading policy, we have a their personal accounts quarterly securities transaction reporting system for all of our associates. Furthermore, our firm has established a Code of Ethics which applies to all of our firm representatives. An investment advisor is considered a fiduciary. As a fiduciary, it is an investment advisor’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of each of our clients at all times. We have a fiduciary duty to all clients. Our fiduciary duty is considered the core underlying principle for our Code of Ethics which also includes Insider Trading and Personal Securities Transactions Policies and Procedures. We require all of our firm representatives to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Upon employment or affiliation and at least annually thereafter, all firm representatives will sign an acknowledgement that they have read, understand, and agree to comply with our Code of Ethics. Our firm and firm representatives must conduct business in an honest, ethical, and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our Code of Ethics. However, if a client or a potential client wishes to review our Code of Ethics in its entirety, a copy will be provided promptly upon request. Related persons of our firm buy or sell securities and other investments that are also recommended to clients. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Likewise, related persons of our firm buy or sell securities for themselves at or about the same time they buy or sell the same securities for client accounts. In order to minimize this conflict of interest, our related persons will place client interests ahead of their own interests and adhere to our firm’s Code of Ethics, a copy of which is available upon request. Item 12: Brokerage Practices Selecting a Brokerage Firm Item 15 While our firm does not maintain physical custody of client assets, we are deemed to have custody of Custody certain client assets if given the authority to withdraw assets from client accounts (see , below). Client assets must be maintained by a qualified custodian. Our firm seeks to recommend a custodian who will hold client assets and execute transactions on terms that are overall advantageous when compared to other available providers and their services. The factors considered, among others, are these: • • • • • Timeliness of execution Timeliness and accuracy of trade confirmations Research services provided Ability to provide investment ideas Execution facilitation services provided 1 For purposes of the policy, our associate’s personal account generally includes any account (a) in the name of our associate, his/her spouse, his/her minor children or other dependents residing in the same household, (b) for which our associate is a trustee or executor, or (c) which our associate controls, including our client accounts which our associate controls and/or a member of his/her household has a direct or indirect beneficial interest in. ADV Part 2A – Firm Brochure Page 16 Wagner Loftin Investment Services LLC  • • • • • • • • Record keeping services provided Custody services provided Frequency and correction of trading errors Ability to access a variety of market venues Expertise as it relates to specific securities Financial condition Business reputation Quality of services With this in consideration, our firm utilizes the services of Pershing LLC (“Pershing”), member FINRA/SIPC, to maintain custody of client assets and to effect trades for their accounts. Although our firm utilizes Pershing, it is the client’s decision to custody assets with Pershing. Our firm is independently owned and operated, and is not affiliated with Pershing. Pershing 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 are executed through Pershing or that settle into Pershing accounts. Client accounts will be charged transaction fees, commissions or other fees on trades that are executed or settle into the client’s custodial account. Transaction fees are negotiated with Pershing and are generally discounted from customary retail commission rates. This benefits clients because the overall fee paid is often lower than would be otherwise. Pershing may make certain research and brokerage services available at no additional cost to our firm. Research products and services provided by Pershing may include: research reports on recommendations or other information about particular companies or industries; economic surveys, data and analyses; financial publications; portfolio evaluation services; financial database software and services; computerized news and pricing services; quotation equipment for use in running software used in investment decision-making; and other products or services that provide lawful and appropriate assistance by Pershing to our firm in the performance of our investment decision-making responsibilities. The aforementioned research and brokerage services qualify for the safe harbor exemption defined in Section 28(e) of the Securities Exchange Act of 1934. Pershing does not make client brokerage commissions generated by client transactions available for our firm’s use. The aforementioned research and brokerage services are used by our firm to manage accounts for which our firm has investment discretion. Without this arrangement, our firm might be compelled to purchase the same or similar services at our own expense. As part of our fiduciary duty to our clients, our firm will endeavor at all times to put the interests of our clients first. Clients should be aware, however, that the receipt of economic benefits by our firm or our related persons creates a potential conflict of interest and may indirectly influence our firm’s choice of Pershing as a custodial recommendation. Our firm examined this potential conflict of interest when our firm chose to recommend Pershing and have determined that the recommendation is in the best interest of our firm’s clients and satisfies our fiduciary obligations, including our duty to seek best execution. Our clients may pay a transaction fee or commission to Pershing that is higher than another qualified broker dealer might charge to effect the same transaction where our firm determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services provided to the client as a whole. ADV Part 2A – Firm Brochure Page 17 Wagner Loftin Investment Services LLC  In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Although our firm will seek competitive rates, to the benefit of all clients, our firm may not necessarily obtain the lowest possible commission rates for specific client account transactions. Soft Dollars Our firm does not receive soft dollars in excess of what is allowed by Section 28(e) of the Securities Exchange Act of 1934. The safe harbor research products and services obtained by our firm will generally be used to service all of our clients but not necessarily all at any one particular time. Client Brokerage Commissions Pershing does not make client brokerage commissions generated by client transactions available for our firm’s use. Client Transactions in Return for Soft Dollars Our firm does not direct client transactions to the Broker Dealer in return for soft dollar benefits. Brokerage for Client Referrals Our firm does not receive brokerage for client referrals. Directed Brokerage As our representatives are also registered representatives of Osaic Wealth, Inc., a FINRA registered broker-dealer, in order meet its FINRA supervisory obligations, Osaic requires that all investment advisory activities that we conduct be processed through Osaic’s clearing relationships with Pershing LLC (“Pershing”). However, we do believe that Pershing’s blend of execution services, commission and transaction costs as well as professionalism will allow us to seek best execution and competitive prices. Additionally, our firm, an associated firm of Broker Dealer, receives back office services from Broker Dealer and its affiliates, which relate to billing services, Sponsorship of the Wealth Management Platform – Advisor Managed Portfolios program by VISION2020 Wealth Management Corp. (“VISION2020”), the calculation and reporting of advisory fees to our individuals investment advisor representatives, Broker Dealer’s operational expenses re-charged to the investment advisor representatives, email and advertising review, compliance support, and personal trading reviews. Our firm compensates Broker Dealer for providing back office services through Broker Dealer’s advisory fee overrides and with a portion of the fee assessed for the Vision2020 Wealth Management Platform – Advisor Managed Portfolios program. Not all advisors require their clients to direct brokerage. By directing brokerage, our firm may be unable to achieve the most favorable execution of client transactions, and this practice may cost clients more money. ADV Part 2A – Firm Brochure Page 18 Wagner Loftin Investment Services LLC  Special Considerations for ERISA Clients A retirement or ERISA plan client may direct all or part of portfolio transactions for its account through a specific broker or dealer in order to obtain goods or services on behalf of the plan. Such direction is permitted provided that the goods and services provided are reasonable expenses of the plan incurred in the ordinary course of its business for which it otherwise would be obligated and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services purchased are not for the exclusive benefit of the plan. Consequently, our firm will request that plan sponsors who direct plan brokerage provide us with a letter documenting that this arrangement will be for the exclusive benefit of the plan. Client-Directed Brokerage Our firm does not allow client-directed brokerage outside our recommendations. Aggregation of Purchase or Sale Our firm may aggregate your orders with those of other clients in a bunched trade or trades when securities are purchased or sold. For each account that we include in the bunched trade, our firm must reasonably believe that the bunched order is consistent with our duty to seek best execution and may benefit you and each client participating in the aggregated order. The average price per share of each bunched trade is allocated to each account that participates in the bunched trade. Accounts that participate in the same bunched trade are charged transaction costs, if applicable, in accordance with their advisory contracts. If a bunched order cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation. Partial fills will be allocated in a way that does not consistently advantage or disadvantage particular client accounts and are generally filled pro-rata among participating accounts. Item 13: Review of Accounts or Financial Plans Our management personnel or financial advisors reviews accounts on at least an annual basis for our Advisor Managed Portfolios clients. The nature of these reviews is to learn whether client accounts are in line with their investment objectives, appropriately positioned based on market conditions, and investment policies, if applicable. Our firm does not provide written reports to clients, unless asked to do so. Verbal reports to clients take place on at least an annual basis when our Advisor Managed Portfolios clients are contacted. Our firm may review client accounts more frequently than described above. Among the factors which may trigger an off-cycle review are major market or economic events, the client’s life events, requests by the client, etc. ADV Part 2A – Firm Brochure Page 19 Wagner Loftin Investment Services LLC  Item 14: Client Referrals & Other Compensation Pershing Advisor Solutions LLC Except for the arrangements outlined in Item 12 of this brochure, our firm has no additional arrangements to disclose. Osaic Wealth, Inc. Since our firm has chosen Osaic Wealth, Inc. as our Broker Dealer and has elected to be registered representatives of Broker Dealer, this arrangement requires our firm to offer you advisory services and programs sponsored or approved by Broker Dealer. Broker Dealer sets limits on how much our firm can charge you for these advisory services. Some advisory programs have higher fee limits than others. As such, there may be an incentive for our firm to recommend to you advisory services or programs with higher limits. In addition, Broker Dealer may charge our firm certain usage fees and expenses to use their advisory programs which may decrease the amount of money our firm makes when offering investment advice to you. Therefore, there may be an incentive to provide you with advisory programs and services that may be cheaper for our firm to use but not as suitable to your needs as other advisory programs that Broker Dealer sponsors which may be more expensive for our firm to use. Our Broker Dealer offers our advisory representatives educational, training and incentive programs for those advisory representatives that meet certain sales production goals. There may be an incentive for us to manage your account in ways that assist us in meeting these production goals even if such strategies may not always be suitable for your account. Additionally, our advisory representatives will receive trails from 12b-1 fees in connection with brokerage business. Our firm is provided an economic benefit from VISION2020 Wealth Management, Corp., a related person of Broker Dealer for providing investment advice or other advisory services to clients insofar as the administrative fee clients pay to VISION2020 is reduced as our firm increases its assets with VISION2020, with our firm’s compensation increasing by the amount of any discount received. Our firm and its investment advisor representatives will always act in the best interest of its clients according to its fiduciary duty. While our security sales are reviewed for suitability by an appointed supervisor, you should be aware of the incentives we have to sell certain securities products and are encouraged to ask us about any conflict presented. Product Sponsors Our firm occasionally sponsors events in conjunction with our product providers in an effort to keep our clients informed as to the services we offer and the various financial products we utilize. These events are educational in nature and are not dependent upon the use of any specific product. While a conflict of interest may exist because these events are at least partially funded by product sponsors, ADV Part 2A – Firm Brochure Page 20 Wagner Loftin Investment Services LLC  all funds received from product sponsors are used for the education of our clients. We will always adhere to our fiduciary duty in recommending appropriate investments for our clients. Representatives of our firm will occasionally accept travel expense reimbursement provided by product sponsors in order to attend their educational events. The reimbursement is not directly dependent upon the recommendation of any specific product. Although we may be incentivized to recommend products from product sponsors that reimburse our travel, our representatives will always adhere to their fiduciary duty in recommending appropriate investments for our clients. Client Referrals In accordance with Rule 206 (4)-1 of the Investment Advisors Act of 1940, our firm does not provide cash or non-cash compensation directly or indirectly to unaffiliated persons for testimonials or endorsements (which include client referrals). Item 15: Custody Deduction of Advisory Fees: While our firm does not maintain physical custody of client assets (which are maintained by a qualified custodian, as discussed above), we are deemed to have custody of certain client assets if given the authority to withdraw assets from client accounts, as further described below under “Third- Party Money Movement.” All of our clients receive account statements directly from their qualified custodian(s) at least quarterly upon opening of an account. We urge our clients to carefully review these statements. Additionally, if our firm decides to send its own account statements to clients, such statements will include a legend that recommends the client compare the account statements received from the qualified custodian with those received from our firm. Clients are encouraged to raise any questions with us about the custody, safety or security of their assets and our custodial recommendations. Third-Party Money Movement: On February 21, 2017, the SEC issued a no-action letter (“Letter”) with respect to Rule 206(4)-2 (“Custody Rule”) under the Investment Advisors Act of 1940 (“Advisors Act”). The letter provided guidance on the Custody Rule as well as clarified that an advisor who has the power to disburse client funds to a third party under a standing letter of authorization (“SLOA”) is deemed to have custody. As such, our firm has adopted the following safeguards in conjunction with our custodian: • • • The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. The client authorizes the investment advisor, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. ADV Part 2A – Firm Brochure Page 21 Wagner Loftin Investment Services LLC  • • • • The client has the ability to terminate or change the instruction to the client’s qualified custodian. The investment advisor has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. The investment advisor maintains records showing that the third party is not a related party of the investment advisor or located at the same address as the investment advisor. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16: Investment Discretion Our firm manages accounts on a discretionary basis. After you sign an agreement with our firm, we’re allowed to buy and sell investments in your account without asking you in advance. Any limitations will be described in the signed advisory agreement. We will have discretion until the advisory agreement is terminated by you or our firm. Item 17: Voting Client Securities Our firm does not accept the proxy authority to vote client securities. Clients will receive proxies or other solicitations directly from their custodian or a transfer agent. In the event that proxies are sent to our firm, our firm will forward them to the appropriate client and ask the party who sent them to mail them directly to the client in the future. Clients may call, write or email us to discuss questions they may have about particular proxy votes or other solicitations. Item 18: Financial Information • Our firm is not required to provide financial information in this Brochure because: • • Our firm does not require the prepayment of more than $1,200 in fees when services cannot be rendered within 6 months. Our firm does not take custody of client funds or securities. Our firm does not have a financial condition or commitment that impairs our ability to meet contractual and fiduciary obligations to clients. Our firm has never been the subject of a bankruptcy proceeding. ADV Part 2A – Firm Brochure Page 22 Wagner Loftin Investment Services LLC