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Disclosure Brochure
February 9, 2026
a Registered Investment Adviser
10585 E. 21ST N.
Wichita, KS 67206
(316) 221-3950
www.wealthalliance.net
This brochure provides information about the qualifications and business practices of Wealth Alliance Advisory
Group, LLC (hereinafter “WAAG” or the “Firm”). If you have any questions about the contents of this brochure,
please contact the Firm at the telephone number listed above. The information in this brochure has not been approved
or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority.
Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm is a
registered investment adviser. Registration does not imply any level of skill or training.
Disclosure Brochure
Wealth Alliance Advisory Group, LLC
Item 2. Material Changes
There are no material changes in this brochure from the last annual updating amendment on 03/04/2025 of Wealth Alliance
Advisory Group.
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Item 3. Table of Contents
Item 2. Material Changes ...........................................................................................................................................................................2
Item 3. Table of Contents ............................................................................................................................................................................3
Item 4. Advisory Business .........................................................................................................................................................................4
Item 5. Fees and Compensation .................................................................................................................................................................8
Item 6. Performance-Based Fees and Side-by-Side Management ............................................................................................................ 11
Item 7. Types of Clients ............................................................................................................................................................................ 11
Item 8. Methods of Analysis, Investment Strategies and Risk of Loss .................................................................................................. 11
Item 9. Disciplinary Information .............................................................................................................................................................. 13
Item 10. Other Financial Industry Activities and Affiliations .................................................................................................................. 14
Item 11. Code of Ethics ............................................................................................................................................................................ 14
Item 12. Brokerage Practices.................................................................................................................................................................... 15
Item 13. Review of Accounts ................................................................................................................................................................... 18
Item 14. Client Referrals and Other Compensation .................................................................................................................................. 18
Item 15. Custody ...................................................................................................................................................................................... 18
Item 16. Investment Discretion ................................................................................................................................................................ 19
Item 17. Voting Client Securities ............................................................................................................................................................. 19
Item 18. Financial Information ................................................................................................................................................................. 20
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Wealth Alliance Advisory Group, LLC
Item 4. Advisory Business
WAAG offers a variety of advisory services, which include financial planning, consulting, and investment
management services. Prior to WAAG rendering any of the foregoing advisory services, clients are required to
enter into one or more written agreements with WAAG setting forth the relevant terms and conditions of the
advisory relationship (the “Advisory Agreement”).
WAAG is owned by Gary W. Decker and Matthew G. Catlin.
As of December 2025, WAAG manages assets under management approximately $978,627,230.00 were
$957,141,133.00 is managed on a discretionary basis and $21,486,097.00 is managed on a non-discretionary basis.
As of December 2025, WAAG had $88,800,174 assets under advisement.
While this brochure generally describes the business of WAAG, certain sections also discuss the activities of its
Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar
status or performing similar functions), employees or any other person who provides investment advice on
WAAG’s behalf and is subject to the Firm’s supervision or control.
Financial Planning and Consulting Services
WAAG offers clients a broad range of financial planning and consulting services, which includes any or all of
the following functions:
•
Business Planning
•
Retirement Planning
•
Cash Flow Forecasting
•
Risk Management
•
Trust and Estate Planning
•
Charitable Giving
•
Financial Reporting
•
Distribution Planning
•
Investment Consulting
•
Tax Planning
•
Insurance Planning
• Manager Due Diligence
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Wealth Alliance Advisory Group, LLC
While each of these services is available on a stand-alone basis, certain of them can also be rendered in
conjunction with investment portfolio management as part of a comprehensive wealth management
engagement (described in more detail below).
In performing these services, WAAG is not required to verify any information received from the client or from
the client’s other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such
information. WAAG recommends certain clients engage the Firm for additional related services, its
Supervised Persons in their individual capacities as insurance agents or registered representatives of a broker-
dealer and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest
exists for the Firm to recommend that clients engage WAAG or its affiliates to provide (or continue to provide)
additional services for compensation, including investment management services.
Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act
upon any of the recommendations made by WAAG under a financial planning or consulting engagement. Clients
are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation
or investment objectives for the purpose of reviewing, evaluating or revising WAAG’s recommendations and/or
services.
Investment and Wealth Management Services
WAAG manages client investment portfolios on a discretionary or non-discretionary basis. In addition, WAAG
provides certain clients with wealth management services which includes a broad range of comprehensive
financial planning and consulting services as well as discretionary and/or non-discretionary management of
investment portfolios.
WAAG primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”). WAAG
will also allocate client assets among individual debt and equity securities, independent investment managers
(“Independent Managers”) and privately placed securities (which may include interests in pooled investment
vehicles) in accordance with their stated investment objectives.
Where appropriate, the Firm also provides advice about any type of legacy position or other investment held in
client portfolios. Clients can engage WAAG to manage and/or advise on certain investment products that
are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets
held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations,
WAAG directs or recommends the allocation of client assets among the various investment options available
with the product. These assets are generally maintained at the underwriting insurance company or the custodian
designated by the product’s provider.
WAAG tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a
continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives.
WAAG consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon,
liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised
to promptly notify WAAG if there are changes in their financial situation or if they wish to place any limitations
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Wealth Alliance Advisory Group, LLC
on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the
management of their accounts if WAAG determines, in its sole discretion, the conditions would not materially
impact the performance of a management strategy or prove overly burdensome to the Firm’s management
efforts.
Sponsor and Manager of Wrap Program
WAAG provides substantially all investment management services as the sponsor and manager of the Wealth
Alliance Advisory Group Wrap Program (the “Wrap Program”), a wrap fee program (i.e., an arrangement
where certain brokerage commissions and transaction costs are absorbed by the Firm). Accounts managed through
the Wrap Program are done so in substantially the same manner as those managed under a non-wrap arrangement.
Participants in the Wrap Program may pay a higher aggregate fee than if investment management and brokerage
services are purchased separately. Fidelity does not impose transaction charges on equities and ETFs, which is a
significant factor that bears upon the relative cost of the wrap program for accounts under Fidelity’s transaction-
based pricing schedule and for which WAAG recommends equities and ETFs. Additional information about the
Wrap Program is available in WAAG’s Wrap Brochure, which appears as Part 2A Appendix 1 of the Firm’s Form
ADV.
Retirement Plan Consulting Services
WAAG provides various consulting services to qualified employee benefit plans and their fiduciaries. This suite
of institutional services is designed to assist plan sponsors in structuring, managing and optimizing their
corporate retirement plans. Each engagement is individually negotiated and customized, and includes any or all
of the following services:
•
Plan Design and Strategy
•
Plan Fee and Cost Analysis
•
Plan Review and Evaluation
•
Plan Committee Consultation
•
Executive Planning & Benefits
•
Fiduciary and Compliance
•
Investment Selection
•
Participant Education
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Disclosure Brochure
Wealth Alliance Advisory Group, LLC
As disclosed in the Advisory Agreement, certain of the foregoing services are provided by WAAG as a
fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In
accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of
WAAG’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the
Firm reasonably expects under the engagement.
Use of Independent Managers
As mentioned above, WAAG selects certain Independent Managers to actively manage a portion of its clients’
assets. The specific terms and conditions under which a client engages an Independent Manager may be set
forth in a separate written agreement with the designated Independent Manager. In addition to this brochure,
clients may also receive the written disclosure documents of the respective Independent Managers engaged to
manage their assets.
WAAG evaluates a variety of information about Independent Managers, which includes the Independent
Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other
third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent
Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio
allocations and risk exposure. WAAG also takes into consideration each Independent
Manager’s management style, returns, reputation, financial strength, reporting, pricing and research
capabilities, among other factors.
WAAG continues to provide services relative to the discretionary or non-discretionary selection of the
Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being
managed by Independent Managers. WAAG seeks to ensure the Independent Managers’ strategies and
target allocations remain aligned with its clients’ investment objectives and overall best interests.
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.
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Item 5. Fees and Compensation
WAAG offers services on a fee basis, which includes fixed fees, as well as fees based upon assets under
management. Additionally, certain of the Firm’s Supervised Persons, in their individual capacities, offers
securities brokerage services and/or insurance products under a separate commission-based arrangement.
Financial Planning and Consulting Fees
WAAG charges a fixed fee for providing financial planning and consulting services under a stand-alone
engagement. These fees are negotiable, but range from $500 to $10,000, depending upon the scope and
complexity of the services and the professional rendering the financial planning and/or the consulting services.
If the client engages the Firm for additional investment advisory services, WAAG may offset all or a portion of
its fees for those services based upon the amount paid for the financial planning and/or consulting services.
The terms and conditions of the financial planning and/or consulting engagement are set forth in the Advisory
Agreement and WAAG requires one-half of the fee (estimated hourly or fixed) payable upon execution of the
Advisory Agreement. The outstanding balance is due upon delivery of the financial plan or completion of the
agreed upon services. The Firm does not, however, take receipt of $1,200 or more in prepaid fees in excess of
six months in advance of services rendered.
Investment Management Fees
WAAG offers investment management services for an annual fee based on the amount of assets under the
Firm’s management. This management fee varies up to 2%, depending upon the size and composition of a client’s
portfolio and the type of services rendered, including whether such services are rendered through the Wrap
Program.
The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets being
managed by WAAG on the last day of the previous billing period. If assets are deposited into or withdrawn from
an account after the inception of a billing period, the fee payable with respect to such assets is adjusted to reflect
the interim change in portfolio value. For the initial period of an engagement, the fee is calculated on a pro rata
basis. In the event the advisory agreement is terminated, the fee for the final billing period is prorated through
the effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded
to the client, as appropriate.
Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g., held-
away assets, accommodation accounts, alternative investments, etc.), WAAG may negotiate a fee rate that
differs from the range set forth above.
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Retirement Plan Consulting Fees
WAAG charges as fixed project-based fee to provide clients with retirement plan consulting services. Each
engagement is individually negotiated and tailored to accommodate the needs of the individual plan sponsor, as
memorialized in the Agreement. These fees are either asset-based or fixed and vary based on the scope of the
services to be rendered and the amount of any assets to be managed.
Fee Discretion
WAAG may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as
anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed,
related accounts, account composition, pre-existing/legacy client relationship, account retention and pro bono
activities.
Additional Fees and Expenses
In addition to the advisory fees paid to WAAG, clients also incur certain charges imposed by other third parties,
such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively
“Financial Institutions”). These additional charges include securities brokerage commissions and transaction
costs, custodial fees, fees attributable to alternative assets, margin costs, charges imposed directly by a mutual
fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other
fund expenses),deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund
fees, and other fees and taxes on brokerage accounts and securities transactions. The Firm’s brokerage
practices are described at length in Item 12, below.
Direct Fee Debit
Clients provide WAAG and/or certain Independent Managers with the authority to directly debit their
accounts for payment of the investment advisory fees. The Financial Institutions that act as the qualified
custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to
send statements to clients not less than quarterly detailing all account transactions, including any amounts
paid to WAAG. Alternatively, clients may elect to have WAAG send a separate invoice for direct payment.
Use of Margin
WAAG does not recommend the use of margin in the management of the client’s investment portfolio but
may recommend certain clients utilize margin or other borrowing for capital needs.
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Wealth Alliance Advisory Group, LLC
Account Additions and Withdrawals
Clients can make additions to and withdrawals from their account at any time, subject to WAAG’s right to
terminate an account. Additions can be in cash or securities provided that the Firm reserves the right to liquidate
any transferred securities or declines to accept particular securities into a client’s account. Clients can withdraw
account assets on notice to WAAG, subject to the usual and customary securities settlement procedures.
However, the Firm designs its portfolios as long-term investments and the withdrawal of assets may impair the
achievement of a client’s investment objectives. WAAG may consult with its clients about the options and
implications of transferring securities. Clients are advised that when transferred securities are liquidated, they
may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g.,
contingent deferred sales charges) and/or tax ramifications.
Commissions and Sales Charges for Recommendations of Securities
Clients can engage certain persons associated with WAAG (but not the Firm directly) to render securities
brokerage services under a separate commission-based arrangement. Clients are under no obligation to engage
such persons and may choose brokers or agents not affiliated with WAAG.
Under this arrangement, clients may implement securities transactions through certain of the Firm’s Supervised
Persons in their respective individual capacities as registered representatives of Mutual Securities, Inc. (“Mutual
Securities”) (the “Brokerage Relationship”). Mutual Securities charges brokerage commissions to effect certain
of these securities transactions and thereafter, a portion of these commissions can be paid by Mutual Securities
to such Supervised Persons. As stated above, prior to effecting any transactions through the Brokerage
Relationship, clients are required to enter into a new account agreement with Mutual Securities. The brokerage
commissions charged by Mutual Securities may be higher or lower than those charged by other broker-dealers.
The Firm may recommend no-load funds.
A conflict of interest exists to the extent that a Supervised Person of The Firm recommends the purchase or sale
of securities where that Supervised Person receives commissions or other additional compensation as a result
of that recommendation. The Firm has procedures in place to ensure that any recommendations made by such
Supervised Persons to engage in the Brokerage Relationship are in the best interest of that client. Because the
Supervised Persons may receive compensation in connection with the sale of mutual funds through the
Brokerage Relationship, a conflict of interest exists as such Supervised Persons may have an incentive to
recommend more expensive mutual fund share classes to clients where such Supervised Persons earn more
compensation with respect to the sale of such mutual fund share classes. For certain accounts covered by the
Employee Retirement Income Security Act of 1974 (“ERISA”) and such others that WAAG, in its sole
discretion, deems appropriate, WAAG provide its investment advisory services to certain clients on a fee-offset
basis. In this scenario, WAAG offsets its fees by an amount equal to the aggregate commissions and 12b-1 fees
earned by the Firm’s Supervised Persons in their individual capacities as registered representatives of Mutual
Securities.
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Item 6. Performance-Based Fees and Side-by-Side Management
WAAG does not provide any services for a performance-based fee (i.e., a fee based on a share of capital
gains or capital appreciation of a client’s assets).
Item 7. Types of Clients
WAAG offers services to individuals, banking or thrift institutions, pension and profit-sharing plans, trusts,
estates, charitable organizations, corporations and business entities.
Item 8. Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategies
WAAG assists each client to identify and tailor their long-term investment objectives to goals that are
representative and suitable to their personal situation. WAAG typically executes this by evaluating the client’s
current financial condition through the preparation of a financial plan or through an interview process where the
client’s willingness to take financial risk is assessed.
WAAG believes investment success comes from focusing on risk management. Risk management is the
process of monitoring certain aspects of the portfolio so that it does not take on more risk than desired.
WAAG continually analyzes the economic landscape as well as portfolio specific data such as asset class
correlations, asset class volatility, beta, downside risk, tracking error, sector exposure, yield, duration, and
credit quality. In order to minimize risk in portfolio designs, WAAG feels that asset allocation or the process of
diversifying money across different asset classes maximizes return and minimizes risk. In WAAG’s opinion, no
one knows for certain what will be the best and weakest performing asset class in a given year, which is why
the Firm has exposure to multiple asset classes in its portfolio designs.
WAAG will tailor a diversified investment strategy or asset allocation portfolio design for the client around this
assessment. In implementing its asset allocation process to a client’s portfolio, WAAG will invest in mutual
funds, exchange traded funds, individual equities, and individual fixed income. WAAG also provides advice to
clients who qualify on private placements, hedge funds, and other alternative investments. In determining the
client’s long‐ term investment objectives, WAAG help clients understand the inherent risks involved in investing
in capital markets.
Risk of Loss
Market and General Risks
Investing involves risk, including the potential loss of principal, and all investor should be guided accordingly.
The profitability of a significant portion of WAAG’s recommendations and/or investment decisions may depend
to a great extent upon correctly assessing the future course of price movements of stocks, bonds and other
asset classes. There can be no assurance that WAAG will be able to predict those price movements accurately
or capitalize on any such assumptions.
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Asset allocation does not ensure a profit or guarantee against loss, it is a method to help manage investment risk.
Investing in securities involves risk of loss that clients should be prepared to bear. While the Firm’s portfolio
designs are intended to be diversified in order to mitigate investment risks, there is a risk of loss of both income
and principal.
Volatility Risks
The prices and values of investments can be highly volatile, and are influenced by, among other things, interest
rates, general economic conditions, the condition of the financial markets, the financial condition of the issuers
of such assets, changing supply and demand relationships, and programs and policies of governments.
Cash Management Risks
The Firm may invest some of a client’s assets temporarily in money market funds or other similar types of
investments, during which time an advisory account may be prevented from achieving its investment objective.
Equity-Related Securities and Instruments
The Firm may take long and short positions in common stocks of U.S. and non-U.S. issuers traded on national
securities exchanges and over-the-counter markets. The value of equity securities varies in response to many
factors. These factors include, without limitation, factors specific to an issuer and factors specific to the industry
in which the issuer participates. Individual companies may report poor results or be negatively affected by
industry and/or economic trends and developments, and the stock prices of such companies may suffer a decline
in response. In addition, equity securities are subject to stock risk, which is the risk that stock prices historically
rise and fall in periodic cycles. U.S. and non-U.S. stock markets have experienced periods of substantial
price volatility in the past and may do so again in the future. In addition, investments in small-capitalization, mid-
capitalization and financially distressed companies may be subject to more abrupt or erratic price movements
and may lack sufficient market liquidity, and these issuers often face greater business risks.
Fixed Income Securities
Fixed income securities are subject to the risk of the issuer’s or a guarantor’s inability to meet principal and
interest payments on its obligations and to price volatility.
Mutual Funds and ETFs
An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF
shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying
portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds
and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot
be offset by a corresponding loss.
Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker
acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share
net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The
per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV
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fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s
shares may differ significantly from the NAV during periods of market volatility, which may, among other
factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV.
Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market.
Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily
for indexed based ETFs and potentially more frequently for actively managed ETFs. However, certain
inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no
guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF
only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid
secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of
such shares.
Use of Independent Managers
As stated above, WAAG selects certain Independent Managers to manage a portion of its clients’ assets. In
these situations, WAAG continues to conduct ongoing due diligence of such managers, but such
recommendations rely to a great extent on the Independent Managers’ ability to successfully implement their
investment strategies. In addition, WAAG does not have the ability to supervise the Independent Managers on
a day-to-day basis.
Use of Private Collective Investment Vehicles
Private investment funds (including hedge funds, private equity funds, etc.) generally involve various risk factors,
including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency,
a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each
client for review and consideration. The managers of these vehicles have broad discretion in selecting the
investments. There are few limitations on the types of securities or other financial instruments which may be
traded and no requirement to diversify. Private funds may trade on margin or otherwise leverage positions,
thereby potentially increasing the risk to the vehicle. In addition, because the vehicles are not registered as
investment companies, there is an absence of regulation. Unlike liquid investments that a client may maintain,
private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required
to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for
investment in the fund and acknowledges and accepts the various risk factors that are associated with such an
investment.
Item 9. Disciplinary Information
WAAG has not been involved in any legal or disciplinary events that are material to a client’s evaluation of
its advisory business or the integrity of its management.
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Item 10. Other Financial Industry Activities and Affiliations
This item requires investment advisers to disclose certain financial industry activities and affiliations.
Registered Representatives of a Broker-Dealer
Certain of the Firm’s Supervised Persons are registered representatives of Mutual Securities and provide clients
with securities brokerage services under a separate commission-based arrangement. This arrangement is
described at length in Item 5.
Licensed Insurance Agents
A number of the Firm’s Supervised Persons are licensed insurance agents and offer certain insurance products
on a fully disclosed commissionable basis. A conflict of interest exists to the extent that WAAG recommends
the purchase of insurance products where its Supervised Persons are entitled to insurance commissions or other
additional compensation. The Firm has procedures
in place whereby it seeks to ensure that all
recommendations are made in its clients’ best interest regardless of any such affiliations.
Other Affiliations
Wealth Alliance Tax and Accounting, LLC (WATA) as an affiliated "accountant or accounting firm". A conflict
of interest exists to the extent that WAAG may recommend a client utilize WATA when asked for tax preparation
referrals. Recommendations are made in the client's best interest. Advisors are not compensated for their referrals
to WATA, though certain Firm's Supervised Persons have an ownership interest in WATA, for which they receive
compensation.
Preferred Pension Solutions, LLC (PPS) as an affiliated third-party administrator (TPA) business. A conflict of
interest exists to the extent that WAAG may recommend business clients utilize PPS when asked for TPA referrals.
Recommendations are made in the client's best interest. Advisors are not compensated for their referrals to PPS,
though certain Firm's Supervised Persons have an ownership interest in PPS, for which they receive compensation.
Item 11. Code of Ethics
WAAG has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets
forth the standards of conduct expected of its Supervised Persons. WAAG’s Code of Ethics contains written
policies reasonably designed to prevent certain unlawful practices such as the use of material non- public
information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of
clients in order to take advantage of pending orders.
The Code of Ethics also requires certain of WAAG’s personnel to report their personal securities holdings and
transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings).
However, the Firm’s Supervised Persons are permitted to buy or sell securities that it also recommends to clients
if done in a fair and equitable manner that is consistent with the Firm’s policies and procedures.
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This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to
permit transactions by certain personnel to be completed without any appreciable impact on the markets of such
securities. Therefore, under limited circumstances, exceptions may be made to the policies stated below.
When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Supervised
Person with access to this information may knowingly effect for themselves or for their immediate family (i.e.,
spouse, minor children and adults living in the same household) a transaction in that security unless:
•
the transaction has been completed;
•
the transaction for the Supervised Person is completed as part of a batch trade with clients; or
•
a decision has been made not to engage in the transaction for the client.
These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money
market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase
agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares
issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested
exclusively in one or more mutual funds.
Clients and prospective clients may contact WAAG to request a copy of its Code of Ethics.
Item 12. Brokerage Practices
Recommendation of Broker-Dealers for Client Transactions
WAAG recommends that clients utilize the custody, brokerage and clearing services of National Financial
Services LLC and Fidelity Brokerage Services LLC (together with affiliates, “Fidelity”) for investment
management accounts. The final decision to custody assets with Fidelity is at the discretion of the client, including
those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan
sponsor or IRA accountholder. WAAG is independently owned and operated and not affiliated with Fidelity.
Fidelity provides WAAG with access to its institutional trading and custody services, which are typically not
available to retail investors.
Factors which WAAG considers in recommending Fidelity or any other broker-dealer to clients include their
respective financial strength, reputation, execution, pricing, research and service. Fidelity enables the Firm to
obtain many mutual funds without transaction charges and other securities at nominal transaction charges.
Fidelity has also agreed to reimburse clients for exit fees associated with moving accounts to Fidelity. The
reimbursement is only available up to a certain amount for all of the Firm’s clients over a twelve month period.
Fees are reimbursed on a first-come-first-served basis so that no clients are favored. The commissions and/or
transaction fees charged by Fidelity may be higher or lower than those charged by other Financial Institutions.
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Disclosure Brochure
Wealth Alliance Advisory Group, LLC
The commissions paid by WAAG’s clients to Fidelity comply with the Firm’s duty to obtain “best execution.”
Clients may pay commissions that are higher than another qualified Financial Institution might charge to effect
the same transaction where WAAG determines that the commissions are reasonable in relation to the value of
the brokerage and research services received. In seeking best execution, the determinative factor is not the
the best qualitative execution, taking into
lowest possible cost, but whether the transaction represents
consideration the full range of a Financial Institution’s services, including among others, the value of research
provided, execution capability, commission rates and responsiveness. WAAG seeks competitive rates but may
not necessarily obtain the lowest possible commission rates for client transactions.
Consistent with obtaining best execution, brokerage transactions are directed to certain broker-dealers in return
for investment research products and/or services which assist WAAG in its investment decision- making
process. Such research will be used to service all of the Firm’s clients, but brokerage commissions paid by one
client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of
investment research products and/or services as well as the allocation of the benefit of such investment research
products and/or services poses a conflict of interest because WAAG does not have to produce or pay for the
products or services.
WAAG periodically and systematically reviews its policies and procedures regarding its recommendation of
Financial Institutions in light of its duty to obtain best execution.
Software and Support Provided by Financial Institutions
WAAG receives without cost from Fidelity administrative support, computer software, related systems support,
as well as other third-party support as further described below (together "Support") which allow WAAG to better
monitor client accounts maintained at Fidelity and otherwise conduct its business. WAAG receives the Support
without cost because the Firm renders investment management services to clients that maintain assets at Fidelity.
The Support benefits WAAG, but not its clients directly. Clients should be aware that WAAG’s receipt of
economic benefits such as the Support from a broker-dealer creates a conflict of interest since these benefits
may influence the Firm’s choice of broker-dealer over another that does not furnish similar software, systems
support or services. In fulfilling its duties to its clients, WAAG endeavors at all times to put the interests of its
clients first and has determined that the recommendation of Fidelity is in the best interest of clients and satisfies
the Firm's duty to seek best execution.
Specifically, WAAG receives the following benefits from Fidelity: i) receipt of duplicate client confirmations
and bundled duplicate statements; ii) access to a trading desk that exclusively services its institutional traders;
iii) access to block trading which provides the ability to aggregate securities transactions and then allocate
the appropriate shares to client accounts; and iv) access to an electronic communication network for client
order entry and account information. Fidelity also makes available to the Firm, at no additional charge, certain
research and brokerage services, including research services obtained by Fidelity directly from independent
research companies, as selected by WAAG (within specified parameters). WAAG also receives additional
services including marketing, compliance, technology and software. Without this arrangement, the Firm might
be compelled to purchase the same or similar services at its own expense.
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Disclosure Brochure
Wealth Alliance Advisory Group, LLC
Brokerage for Client Referrals
WAAG does not consider, in selecting or recommending broker-dealers, whether the Firm receives client
referrals from the Financial Institutions or other third party.
Directed Brokerage
The client may direct WAAG in writing to use a particular Financial Institution to execute some or all transactions
for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial
Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be
able to “batch” client transactions for execution through other Financial Institutions with orders for other
accounts managed by WAAG (as described above). As a result, the client may pay higher commissions or other
transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than
would otherwise be the case. Subject to its duty of best execution, WAAG may decline a client’s request to
direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional
operational difficulties.
Trade Aggregation
Transactions for each client will be effected independently, unless WAAG decides to purchase or sell the same
securities for several clients at approximately the same time. WAAG may (but is not obligated to) combine or
“batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate
equitably among the Firm’s clients differences in prices and commissions or other transaction costs that might
not have been obtained had such orders been placed independently. Under this procedure, transactions will be
averaged as to price and allocated among WAAG’s clients pro rata to the purchase and sale orders placed for
each client on any given day. To the extent that the Firm determines to aggregate client orders for the purchase
or sale of securities, including securities in which WAAG’s Supervised Persons may invest, the Firm does so
in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the
staff of the U.S. Securities and Exchange Commission. WAAG does not receive any additional compensation or
remuneration as a result of the aggregation.
In the event that the Firm determines that a prorated allocation is not appropriate under the particular
circumstances, the allocation will be made based upon other relevant factors, which include: (i) when only a
small percentage of the order is executed, shares may be allocated to the account with the smallest order or the
smallest position or to an account that is out of line with respect to security or sector weightings relative to
other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has
limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to
produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an
investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts
(this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to
sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of
a potential execution would result in a de minimis allocation in one or more accounts, the Firm may exclude the
account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining
accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be
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Disclosure Brochure
Wealth Alliance Advisory Group, LLC
allocated to one or more accounts on a random basis.
Item 13. Review of Accounts
Account Reviews
WAAG monitors client portfolios on a continuous and ongoing basis while regular account reviews are conducted
on at least a quarterly basis. Such reviews are conducted by the Firm’s investment adviser representatives. All
investment advisory clients are encouraged to discuss their needs, goals and objectives with WAAG and to keep
the Firm informed of any changes thereto. The Firm contacts ongoing investment advisory clients at least
annually to review its previous services and/or recommendations and quarterly to discuss the impact resulting
from any changes in the client’s financial situation and/or investment objectives.
Account Statements and Reports
Clients are provided with transaction confirmation notices and regular summary account statements directly
from the Financial Institutions where their assets are custodied. From time-to-time or as otherwise requested,
clients may also receive written or electronic reports from WAAG and/or an outside service provider, which
contain certain account and/or market-related information, such as an inventory of account holdings or account
performance. Clients should compare the account statements they receive from their custodian with any
documents or reports they receive from WAAG or an outside service provider.
Item 14. Client Referrals and Other Compensation
Client Referrals
In the event a client is introduced to WAAG by either an unaffiliated or an affiliated solicitor, the Firm may pay
that solicitor a referral fee in accordance with applicable state securities laws. Unless otherwise disclosed, any
such referral fee is paid solely from WAAG’s investment management fee and does not result in any additional
charge to the client. If the client is introduced to the Firm by an unaffiliated solicitor, the solicitor is required to
provide the client with WAAG’s written brochure(s) and a copy of a solicitor’s disclosure statement containing
the terms and conditions of the solicitation arrangement. Any affiliated solicitor of WAAG is required to disclose
the nature of his or her relationship to prospective clients at the time of the solicitation and will provide all
prospective clients with a copy of the Firm’s written brochure(s) at the time of the solicitation.
Item 15. Custody
The Advisory Agreement and/or the separate agreement with any Financial Institution authorize WAAG and/or
the Independent Managers to debit client accounts for payment of the Firm’s fees and to directly remit that
those funds to the Firm in accordance with applicable custody rules. The Financial Institutions that act as the
qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have
agreed to send statements to clients not less than quarterly detailing all account transactions, including any
amounts paid to WAAG.
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Disclosure Brochure
Wealth Alliance Advisory Group, LLC
Custody is also disclosed in Form ADV because WAAG has authority to transfer money from client
account(s), which constitutes a standing letter of authorization (SLOA). Accordingly, WAAG will follow
the safeguards specified by the SEC rather than undergo an annual audit.
In addition, as discussed in Item 13, WAAG will also send, or otherwise make available, periodic supplemental
reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and
compare them to those received from WAAG.
Item 16. Investment Discretion
WAAG is given the authority to exercise discretion on behalf of clients. WAAG is considered to exercise
investment discretion over a client’s account if it can effect and/or direct transactions in client accounts without
first seeking their consent. WAAG is given this authority through a power-of-attorney included in the agreement
between WAAG and the client. Clients may request a limitation on this authority (such as certain securities not
to be bought or sold). WAAG takes discretion over the following activities:
• The securities to be purchased or sold;
• The amount of securities to be purchased or sold;
• When transactions are made; and
• The Independent Managers to be hired or fired.
Item 17. Voting Client Securities
WAAG accepts the authority to vote a client’s securities (i.e., proxies) on their behalf. When WAAG accepts
such responsibility, it will only cast proxy votes in a manner consistent with the best interest of its clients. Absent
special circumstances, which are fully described in the Firm’s Proxy Voting Policies and Procedures, all proxies
will be voted consistent with guidelines established and described in WAAG’s Proxy Voting Policies and
Procedures, as they may be amended from time to time.
Clients may contact WAAG to request information about how the Firm voted proxies for that client’s securities
or to get a copy of WAAG’s Proxy Voting Policies and Procedures. A brief summary of WAAG’s Proxy
Voting Policies and Procedures is as follows:
• WAAG has formed a Proxy Voting Committee that will be responsible for monitoring corporate actions,
making voting decisions in the best interest of clients, and ensuring that proxies are submitted in a timely
manner.
• The Proxy Voting Committee will vote proxies according to WAAG’s then current Proxy Voting
Guidelines. The Proxy Voting Guidelines include many specific examples of voting decisions for the
types of proposals that are most frequently presented, including: composition of the board of directors;
approval of independent auditors; management and director compensation; anti-takeover mechanisms
and related issues; changes to capital structure; corporate and social policy issues; and issues involving
mutual funds.
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Disclosure Brochure
Wealth Alliance Advisory Group, LLC
• Although the Proxy Voting Guidelines are followed as a general policy, certain issues are considered
on a case-by-case basis based on the relevant facts and circumstances. Since corporate governance
issues are diverse and continually evolving, the Firm devotes an appropriate amount of time and
resources to monitor these changes.
• Clients cannot direct WAAG’s vote on a particular solicitation but can revoke the Firm’s authority to
vote proxies.
In situations where there is a conflict of interest in the voting of proxies due to business or personal relationships
that WAAG maintains with persons having an interest in the outcome of certain votes, the Firm takes appropriate
steps to ensure that its proxy voting decisions are made in the best interest of its clients and are not the product
of such conflict.
Item 18. Financial Information
WAAG is not required to disclose any financial information due to the following:
• The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in
advance of services rendered;
• The Firm does not have a financial condition that is reasonably likely to impair its ability to meet
contractual commitments to clients; and
• The Firm has not been the subject of a bankruptcy petition at any time during the past ten years.
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