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Item 1 Part 2A – Firm Disclosure Brochure
Wealth Management Advisors, LLC
CRD# 171260
DBA Wagner Wealth Management
3 Legacy Park Road
Suite A
Greenville, South Carolina 29607
(864) 236-4706
www.WagnerWealthManagement.com
March 11, 2025
mimi@wwmadvisors.com
This Brochure provides information about the qualifications and business practices of
Wealth Management Advisors, LLC. If you have any questions about the contents of this
Brochure, please contact us at 864.236.4706 or
. The information
in this Brochure has not been approved or verified by the United States Securities and
Exchange Commission or by any state authority.
Wealth Management Advisors, LLC is an investment advisory firm registered with the
appropriate regulatory authority. Registration does not imply a certain level of skill or
training. Additional information about Wealth Management Advisors, LLC also is available
on the SEC’s website at www.AdviserInfo.sec.gov.
Item 2 - Material Changes
reviews its Form ADV Part 2A Brochure at least
Wealth Management Advisors (“WMA”)
annually to confirm it remains current. In this item, we are required to summarize only
those material changes made to our Brochure since our last annual updating amendment
on March 28, 2024. If you are receiving this document for the first time, this section may
not be relevant to you.
Since our last annual update, revisions have been made to the following Brochure sections:
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Item 4 has been updated to accurately reflect WMA’s regulatory assets under
management.
Full Brochure Availability
We may, at any time, amend this document to reflect changes in WMA’s business practices,
policies, procedures, or updates as mandated by securities regulators. Annually and as
necessary, due to material changes, we will provide clients (either by electronic means or
hard copy) with a new Brochure or a summary of material changes from the document
previously supplied, with an offer to deliver a full Brochure upon request. Please retain this
for future reference as it contains essential information concerning our advisory services and
business.
You can view our current disclosure documents at the SEC’s Investment Adviser Public
Disclosure ("IAPD") website at http://www.adviserinfo.sec.gov by searching our name or
CRD #171260.
Item 3 - Table of Contents
Item 1 Part 2A – Firm Disclosure Brochure .................................................................................................. 1
Item 2 - Material Changes ...................................................................................................................................... 2
Full Brochure Availability ..................................................................................................................................... 2
Item 3 - Table of Contents ...................................................................................................................................... 2
Item 4 - Advisory Business .................................................................................................................................... 4
Advisory Business Offered .................................................................................................................................... 4
Advisor Managed Account .................................................................................................................................... 4
Wrap Fee Program ................................................................................................................................................... 6
Financial Planning Services .................................................................................................................................. 6
Separately Managed Accounts .............................................................................................................................. 7
General Consulting ................................................................................................................................................... 8
Brokerage Account Services ................................................................................................................................. 8
Retirement Plan Advisory Services .................................................................................................................... 8
Discretionary Management Services ................................................................................................................ 9
Discretionary Investment Selection Services ............................................................................................... 9
Retirement Plan Rollover Recommendations .............................................................................................. 9
Item 5 - Fees and Compensation ...................................................................................................................... 10
Advisor Managed Account Fees ....................................................................................................................... 10
Financial Planning Fees........................................................................................................................................ 11
WMA Wrap Program Fees ................................................................................................................................... 11
Separate Account Manager Fees ...................................................................................................................... 11
General Consulting Fee ........................................................................................................................................ 12
Other Compensation ............................................................................................................................................. 12
Item 6 - Performance-Based Fees and Side-By-Side Management .................................................... 12
Item 7 - Types of Clients ...................................................................................................................................... 12
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ............................................. 12
Item 9 - Disciplinary Information .................................................................................................................... 15
Item 10 - Other Financial Industry Activities and Affiliations ............................................................. 15
Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading ........................................................................................................................................................................ 16
Item 12 - Brokerage Practices ........................................................................................................................... 17
Best Execution and Benefits of Brokerage Selection ............................................................................... 17
Directed Brokerage ............................................................................................................................................... 19
Item 13 - Review of Accounts ............................................................................................................................ 19
Item 14 - Client Referrals and Other Compensation ................................................................................ 19
Item 15 - Custody ................................................................................................................................................... 20
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Item 16 - Investment Discretion....................................................................................................................... 20
Item 17 - Voting Client Securities .................................................................................................................... 20
Item 18 - Financial Information ........................................................................................................................ 21
Privacy Policy .......................................................................................................................................................... 22
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Item 4 - Advisory Business
Wealth Management Advisors, LLC (“WMA”) also does business as Wagner Wealth Management,
LLC. WMA was formed in 2014, and provides financial planning, portfolio management,
retirement plan advice and general consulting services to our clients.
Wagner Wealth Management, LLC is the principal owner of WMA. DEW Holdings, LLC owns 90%
of Wagner Wealth Management, LLC, and Osgood LLC owns the remaining 10%. Mr. Dan
Wagner owns 100% of DEW Holdings, LLC, and Jennifer Osgood owns 100% of Osgood LLC.
Advisory Business Offered
WMA works with each Client to determine their investment objectives and risk profile and
develop a customized investment plan based on their individual needs and goals. WMA offers
investment and wealth management services to individuals, trusts, businesses and corporations
(“Clients”) through:
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Direct management of Client portfolios (“Advisor Managed Accounts”)
Wrap Fee Program
Financial Planning
Third Party Money Manager Accounts
Retirement Planning for 3(31) and 3(38) Plans
Each of these service offerings are discussed below. In addition, please refer to the WMA Form
ADV Part 2A Appendix, Wrap Fee Brochure (“WMA Wrap Fee Brochure”) for full details
regarding the wrap fee programs, services and fees.
As of December 31, 2024, WMA managed $ 562,697,473 on a discretionary basis, and did not
manage any assets on a non-discretionary basis.
Advisor Managed Account
In an Advisor Managed Account, the Client’s Investment Advisor Representative
(“Representative”) is responsible for tailoring an investment program to a Client’s individual
needs. Through personal discussions in which goals and objectives based upon the Client’s
personal objectives are established, the Representative will develop a personal investment
policy based upon an investment objective questionnaire and manage the portfolio according
to the criteria. Each Client has the ability to impose reasonable restrictions on the
management of his/her account, including the designation of particular securities or types of
securities that should not be purchased for the account, or that should be sold if held in the
account. These restrictions must be documented as part of the Client’s investment advisory
agreement or in a written addendum thereto. The Adviser may provide additional services to
clients as negotiated with each client and Adviser may charge a fee that would be negotiated
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with the client.
At the beginning of our relationship, we meet with you, gather information, and perform
research and analysis as necessary to develop your Investment Plan. The Investment Plan will
be updated from time to time when requested by you, or when determined to be necessary or
advisable by us based on updates to your financial or other circumstances. We spend time with
you, asking questions, discussing your investment experience and financial circumstances, and
broadly identifying your major goals.
WMA’s investment strategy is primarily long-term focused, but the Adviser may buy, sell, or
re-allocate positions that have been held less than one year for reasons that include, but are
not limited to: changes in Client objectives; account inflows/outflows; security fundamentals
and/or market conditions. The first step of the WMA investment process is to determine the
strategic asset allocation targets. Once WMA establishes the long-term framework, it’s
determined if the Adviser should tactically adjust the allocation targets based on the current
market environment and short-term economic outlook. WMA will construct, implement, and
monitor the portfolio in connection with the goals, objectives, circumstances, and risk
tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable
restrictions on the types of investments to be held in their respective portfolio, subject to
acceptance by the Adviser.
Notwithstanding the foregoing, you may impose certain written restrictions on us in the
management of your investment portfolio, such as prohibiting the inclusion of certain types of
investments in an investment portfolio or prohibiting the sale of certain investments held in the
account at the commencement of the relationship. You should note, however, that restrictions
imposed by you may adversely affect the composition and performance of your investment
portfolio. You should also note that your investment portfolio is treated individually by giving
consideration to each purchase or sale for your account. For these and other reasons,
performance of your investment portfolio(s) within the same investment objectives, goals and/or
risk tolerance may differ, and you should not expect that the composition or performance of your
investment portfolio(s) would necessarily be consistent with similar clients of ours.
WMA will provide investment advisory services and portfolio management services and will
not provide securities, custodial or other administrative services. At no time will WMA accept
or maintain custody of a Client’s funds or securities, except for authorized deduction of the
Adviser’s fees. All Client assets will be managed within their designated account at the
Custodian, pursuant to the terms of the investment advisory agreement. Advisor Managed
accounts may be custodied at Charles Schwab & Co.
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Wrap Fee Program
Our Firm offers the WMA Wrap Fee account to our clients. A wrap fee account generally
involves an investment account where you are charged a single, bundled, or “wrap” fee for
investment advice, brokerage services, administrative expenses, and other fees and expenses.
While wrap fee programs may be called different names—such as asset allocation program,
asset management program, investment management program, mini-account, uniform
managed account, or separately managed account—the defining feature is that they offer
bundled investment management and brokerage services for one fee. There is typically a
"sponsor" for a wrap fee program, i.e., the person that, for a portion of the fee, sponsors,
organizes, or administers the program or selects, or provides advice to clients regarding the
selection of, other investment advisers in the program. Our Firm is a sponsor to the wrap
program (the “WMA Wrap Program” or the “Program”) and is the sole portfolio manager for
the wrap fee program. In addition, please refer to the WMA Form ADV Part 2A Appendix, Wrap
Fee Brochure (“WMA Wrap Fee Brochure”) for full details regarding the wrap fee programs,
services and fees.
Financial Planning Services
WMA will typically provide a variety of financial planning services to Clients, pursuant to a
written financial planning agreement. Services are offered in a variety of areas and are often
tailored to the Client’s needs, goals, and financial situation. This service may be provided as a
stand-alone service or may be coupled with ongoing portfolio management.
At the outset of each client relationship, we spend time with you, asking questions, discussing
your investment experience and financial circumstances, and broadly identifying your major
goals. You may elect to retain us to prepare a full financial plan. This written report is presented
to you for consideration. In most cases, clients subsequently retain us to manage the investment
portfolio on an ongoing basis.
For those financial planning clients making this election, and for other clients who do not need
financial planning but retain us for portfolio management services, based on all the information
initially gathered, we generally develop:
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a financial outline for you based on your financial circumstances and goals, and your risk
tolerance level (the “Financial Profile” or “Profile”); and
your investment objectives and guidelines (the “Investment Plan” or “Plan”).
The Financial Profile is a reflection of your current financial picture and a look to your future
goals. The Investment Plan outlines the types of investments we will make on your behalf to
meet those goals. The Profile and the Plan are discussed regularly with you but are not
necessarily written documents.
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Financial planning may include advice that addresses one or more areas of your financial
situation, such as estate planning, risk management, budgeting and cash flow controls,
retirement planning, education funding, and investment portfolio design. Depending on your
particular situation, financial planning may include some or all of the following:
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Gathering information concerning your personal and financial situation.
Assisting you in establishing financial goals and objectives.
Analyzing your present situation and anticipated future activities in light of your financial
goals and objectives.
Identifying problems foreseen in the accomplishment of these financial goals and
objectives and offering alternative solutions to the problems
Making recommendations to help achieve retirement plan goals and objectives.
Designing an investment portfolio to help meet your goals and objectives.
Providing estate planning
Assessing risk and reviewing basic health, life, and disability insurance needs; or
Reviewing goals and objectives and measuring progress toward these goals.
Once financial planning advice is given, you may choose to have us implement your financial
plan and manage your investment portfolio on an ongoing basis. However, you are under no
obligation to act upon any of the recommendations made by us under a financial planning
engagement and/or to engage the services of any recommended professional.
Finally, where we provide only limited financial planning or general consulting services, we will
work with you to prepare an appropriate summary of the specific project(s) to the extent
necessary or advisable under the circumstances.
Separately Managed Accounts
When appropriate and in accordance with the Investment Plan for a client, we may recommend
the use of one or more Separate Account Managers, each a “Manager”. Having access to various
Managers offers a wide variety of manager styles and offers you the opportunity to utilize more
than one Manager if necessary to meet your needs and investment objectives. We will select
or recommend the Manager(s) we deem most appropriate for you. Factors that we consider in
recommending/selecting Managers generally include your stated investment objective(s),
management style, performance, risk level, reputation, financial strength, reporting, pricing,
and research.
The Manager(s) will generally be granted discretionary trading authority to provide
investment supervisory services for the portfolio. Under certain circumstances, we retain the
authority to terminate the Manager’s relationship or to add new Managers without your specific
consent. In other cases, you will ultimately select one or more Managers recommended by us.
Fees paid to such Manager(s) are separate from and in addition to the fee assessed by us.
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In any case, with respect to assets managed by a manager, our role will be to monitor your
overall financial situation, to monitor the investment approach and performance of the
Manager(s), and to assist you in understanding the investments of the portfolio.
General Consulting
In addition to the foregoing services, we may provide general consulting services to clients.
These services are generally included as part of our advisory services for a specified number of
hours. If the scope of the consulting services exceeds that previously specified number of hours, a
separate stand-alone plan will be negotiated. These services may include without limitation,
minimal cash flow planning for certain events such as education expenses or retirement, estate
planning analysis, income tax planning analysis and review of your insurance portfolio, as well
as other matters specific to you as and when requested by you and agreed to by us. The scope
and fees for consulting services will be negotiated with each client at the time of engagement
for the applicable project.
Brokerage Account Services
For those clients with legacy positions in investment products that must be held at a
broker/dealer with a registered representative assigned to it, or who wish to invest in products
that are not available at Schwab, we have established a relationship with Arkadios Capital, LLC
(“Arkadios”), a FINRA and SIPC member, and registered broker/dealer. Some of our staff
members are registered representatives of Arkadios and are thus able to provide the services
requested. Arkadios is not affiliated with WMA.
Retirement Plan Advisory Services
The Employee Retirement Income Security Act of 1974 (“ERISA”) sets forth rules under
which Plan Fiduciaries may retain investment advisers for various types of services with
respect to Plan assets. For certain services, we will be considered a fiduciary under ERISA.
For example, WMA will act as an ERISA § 3(21) fiduciary when providing non-discretionary
investment advice to the Plan Fiduciaries by recommending a suite of investments as choices
among which Plan Participants may select. Also, to the extent that the Plan Fiduciaries retain
WMA to act as an investment manager within the meaning of ERISA § 3(38), WMA will
provide discretionary investment management services to the Plan.
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 of 1974 (“ERISA”) 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
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to act in your best interest and not put our interests ahead of yours. Additional disclosure
may be found elsewhere in this Brochure or in the written agreement between you and WMA.
Establishing a sound fiduciary governance process is vital to good decision-making and to
ensuring that prudent procedural steps are followed in making investment decisions. We will
provide Retirement Plan consulting services to Plans and Plan Fiduciaries as described
below. The particular services provided will be detailed in the consulting agreement. The
appropriate Plan Fiduciary(ies) designated in the Plan documents (e.g., the Plan sponsor or
named fiduciary) will (i) make the decision to retain our firm; (ii) agree to the scope of the
services that we will provide; and (iii) make the ultimate decision as to accepting any of the
recommendations that we may provide. The Plan Fiduciaries are free to seek independent
advice about the appropriateness of any recommended services for the Plan. Retirement Plan
consulting services may be offered individually or as part of a comprehensive suite of services.
Discretionary Management Services
When retained as an investment manager within the meaning of ERISA § 3(38), we provide
continuous and ongoing supervision over the designated retirement plan assets. We will
actively monitor the designated retirement plan assets and provide ongoing management of the
assets. When applicable, we will have discretionary authority to make all decisions to buy, sell
or hold securities, cash or other investments for the designated retirement plan assets in our
sole discretion without first consulting with the Plan Fiduciaries. We also have the power and
authority to carry out these decisions by giving instructions, on your behalf, to brokers and
dealers and the qualified custodian(s) of the Plan for our management of the designated
retirement plan assets.
Discretionary Investment Selection Services
We will monitor the investment options of the Plan and add or remove investment options for
the Plan without prior consultation with the Plan Fiduciaries. We will have discretionary
authority to make and implement all decisions regarding the investment options that are
available to Plan Participants.
Retirement Plan Rollover Recommendations
To the extent we recommend you roll over your account from a current retirement plan to an
individual retirement account (“Rollover IRA”), managed by WMA please know that WMA and
our investment adviser representatives may have a conflict of interest. We can earn increased
investment advisory fees by recommending that you roll over your account at the retirement
plan to a Rollover IRA managed by WMA. We will earn fewer investment advisory fees if you do
not roll over the funds in the retirement plan to a Rollover IRA managed by WMA. Thus, our
investment adviser representatives have an economic incentive to recommend a rollover of
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funds from a retirement plan to a Rollover IRA which is a conflict of interest because our
recommendation that you open an IRA account to be managed by our Firm can be based on our
economic incentive and not based exclusively on whether or not moving the IRA to our
management program is in your overall best interest.
We have taken steps to manage this conflict of interest. We have adopted an impartial conduct
standard whereby our investment adviser representatives will (i) provide investment advice to
a retirement plan participant regarding a rollover of funds from the retirement plan in
accordance with the fiduciary status described below, (ii) not recommend investments which
result in WMA receiving unreasonable compensation related to the rollover of funds from the
retirement plan to a Rollover IRA, and (iii) fully disclose compensation received by WMA and
all persons associated with WMA(our “Supervised Persons”) and any material conflicts of
interest related to recommending the rollover of funds from the retirement plan to a Rollover
IRA and refrain from making any materially misleading statements regarding such rollover.
Item 5 - Fees and Compensation
Advisor Managed Account Fees
Investment Management accounts are custodied at Charles Schwab. The fee assessed to the
Client account(s) will be detailed in our firm’s Investment Advisory Agreement ("Advisory
Agreement"). Our annual portfolio management fee is billed and payable quarterly in advance as
agreed by you in your investment advisory agreement. In instances when your account is
opened in the middle of a quarter, the advisory fee may be payable in arrears. The fee is based
on the value of your account on the last trading day of the previous quarter. If the Advisory
Agreement is executed at any time other than the first day of a calendar quarter, our fees will
apply on a pro rata basis, which means that the advisory fee is payable in proportion to the
number of days in the quarter for which you are a client. Fees are based on the assets in the
account per the schedule below and in some instances, may be negotiated. Clients participating
in the Wrap Program individually negotiate fee arrangements with us and will generally pay an
annual rate of no more than 2.5% of assets under management.
Thereafter, the fee will be calculated by multiplying the fair market value of the assets in the
account as of the last trading day of each calendar quarter by the annual fee and then dividing
that result by 4, which represents each quarter. The account value is calculated as the market
value of all long and short securities positions in the account and will not be reduced by any
margin or other indebtedness of the Client with respect to such securities or other investments.
Fees will not be adjusted or pro-rated for additions to or withdrawals from the account during
the calendar quarter, other than a complete withdrawal in connection with the termination of
the Account Agreement.
Fees are automatically deducted from the account pursuant to the advisory agreement and are
not billed separately to Clients. Clients must maintain or deposit sufficient funds in the account
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to cover payment of all fees authorized by the contract. If there are not funds to cover the fees,
then WMA can liquidate assets to cover fees. The amount of the fee will be shown on the
statement received by the Custodian. WMA urges Clients to carefully review such statements.
Either you or WMA may terminate your Investment Management Agreement at any time, subject
to any written notice requirements in the agreement. Upon termination of an account, any
prepaid, asset-based fees will be prorated according to the days the account was opened during
the calendar month and excess fees will be re-bated to the Client. All custodial termination and
transfer fees assessed by the Custodians, if any, will be the responsibility of the Client.
In addition to the advisory fee, accounts will be assessed transaction fees. Transaction fees
charged may be higher or lower than transaction charges or commissions charged by other
broker-dealers. The custodian receives a portion of the transaction fees paid by Clients. Although
transaction charges may be identified as commissions on trade confirmations, the Investment
Adviser Representative does not receive any portion of these charges.
Financial Planning Fees
When we provide stand-alone financial planning services to you, these fees are estimated at the
time of the engagement for such services and are based on the hourly rate of $500. If you
terminate your agreement and your financial plan is not complete, we will prorate the hourly
fee based on how many hours have been worked on the plan by an Advisor.
WMA Wrap Program Fees
Alternatively, we may recommend that you participate in the WMA Wrap Program. The
Program fee structure includes the brokerage expenses (e.g., commissions, ticket charges, etc.)
of the account as well as the management fee paid to us. Under this inclusive billing
alternative, we will assess one client fee that captures the management, brokerage, and
administrative portions collectively.
Clients participating in the Wrap Program individually negotiate fee arrangements with us, and
will generally pay an annual rate of no more than 2.5% of assets under management.
Brokerage expenses of the account(s) managed by us are included in the negotiated fee. The
minimum portfolio value is generally set at $250,000, which may be negotiable. There is no
minimum annual fee for any account. We may, at our discretion, make exceptions to the
foregoing or negotiate special fee arrangements where we deem appropriate under the
circumstances.
Separate Account Manager Fees
In instances where the services of a Separate Account Manager are utilized, the Separate
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Account Manager fees will be charged in addition to our fee and may be debited on a fee
schedule that is different from our billing schedule. Fees will be detailed in the Management
Agreements signed by you.
General Consulting Fee
If you choose to engage our services for general consulting, the consulting is included for
clients that retain us for portfolio management services for a specified number of hours
agreed upon in the advisory agreement. If you terminate your agreement before the end of a
quarter, any consulting fees due will be deducted from any applicable management fee rebate
amount.
Other Compensation
As noted in Item 4, certain of our employees are also Registered Representatives of Arkadios.
As such, they are entitled to receive commissions or other remuneration on the sale of insurance
as well as other products. To protect your interests, our policy is to disclose all forms of
compensation before any such transaction is executed. You will not pay both a commission to
these individuals and also contemporaneously pay an advisory fee to us on assets held in the
same account. These fees are exclusive of each other.
Item 6 - Performance-Based Fees and Side-By-Side Management
We do not have any performance-based fee arrangements. “Side-by-Side Management” refers to
a situation in which the same firm manages accounts that are billed based on a percentage of
assets under management and at the same time manages other accounts for which fees are
assessed on a performance fee basis. Because we have no performance-based fee accounts, we
have no side-by- side management.
Item 7 - Types of Clients
We serve individuals, pension and profit-sharing plans, corporations, trusts, estates, state or
municipal government entities and charitable organizations. With some exceptions, the
minimum portfolio value eligible for conventional investment advisory services is $250,000, and
there is no minimum annual fee charged. Under certain circumstances and in our sole discretion,
we may negotiate such minimums.
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis
Our investment strategy begins with an understanding of a client’s financial goals. Advisors use
demographic and financial information provided by the client to assess the client’s risk profile
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and investment objectives in determining an appropriate plan for the client’s assets. Investment
strategies ordinarily include long- or short-term purchases of stock portfolios, mutual funds, and
fixed income securities. Investment recommendations are based on an analysis of the client’s
individual needs and are drawn from research and analysis. For clients in our Advisor Managed
Accounts, WMA’s security analysis methods include the following:
• Fundamental analysis
: We attempt to measure the intrinsic value of a security by looking at
economic and financial factors to determine if the company is underpriced or overpriced.
Fundamental analysis does not attempt to anticipate market movements. This presents a potential
risk, as the price of a security can move up or down along with the overall market regardless of the
economic and financial factors considered in evaluating the stock.
• Technical analysis and charting
: We attempt to determine the trend of a security by studying
past market data, including price and volume. This presents a potential risk, as the price of a
security can change direction at any time and past performance is not a guarantee of future
performance.
• Cyclical analysis
: We attempt to identify the industry cycle of a company to determine whether
the company is in a market introduction phase, growth phase or maturity phase. Generally
projected revenues, growth potential and business risk may fluctuate based on the company’s
cycle stage.
The description of strategies is a summary only. Information for this analysis is drawn from
financial websites and magazines, research materials prepared by others, annual reports,
corporate filings, prospectuses, company press releases and corporate ratings services.
Risks Related to All Investment Programs
It is important to note that investing in securities involves a risk that clients must be prepared to
bear. For any risks associated with registered investment company products, please refer to the
prospectuses for additional details about these risks. Our investment approach constantly keeps
the risk of loss in mind.
There can be no assurance that WMA’s investment objectives will be achieved. Accordingly,
WMA’s investment strategies could result in significant client losses under certain circumstances.
The following is a summary of material risks related to each significant investment strategy or
method of analysis WMA uses. However, it is important to note that the summary of material
risks below is not meant to be exhaustive or complete. Investing in securities involves a high
degree of loss, including the risk that the entire amount invested may be lost. Clients should be
prepared to bear such risk of loss.
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Interest-rate Risk
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: Fluctuations in interest rates cause investment prices to fluctuate. For
example, when interest rates rise, yields on existing bonds become less attractive, causing their
market values to decline.
• Market Risk
: All investments present the risk of loss of principal – the risk that the value of
securities is less than the price paid for the securities. In the past, volatile market conditions have
had a dramatic effect on the value of securities. In addition, political conditions, terrorist attacks,
other acts of violence or war, health epidemics or pandemics, natural hazards, and/or force
majeure affect the operations and profitability of an issuer. Such events also could cause consumer
confidence and spending to decrease or result in increased volatility in the U.S. and worldwide
financial markets and economy. Any of these occurrences could have a significant impact on the
operating results and revenues of an issuer.
Inflation Risk
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: When any type of inflation is present, a dollar today will not buy as much as a dollar
next year, because purchasing power is eroding at the rate of inflation. Therefore, even when the
value of a security is greater than the price paid, there is the risk that the appreciation will be less
than inflation.
• Reinvestment Risk
: This is the risk that future proceeds from investments may have to be
reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed
income securities.
• Business Risk
: These risks are associated with a particular industry or a particular company
within an industry. For example, oil-drilling companies depend on finding oil and then refining it,
a lengthy process, before they can generate a profit. They carry a higher risk of profitability than
an electric company, which generates its income from a steady stream of customers who buy
electricity no matter what the economic environment is like.
• Liquidity Risk
: Liquidity is the ability to readily convert an investment into cash. Generally, assets
are more liquid if many traders are interested in a standardized product. For example, Treasury
Bills are highly liquid, while real estate properties are not.
• Financial Risk
: Excessive borrowing to finance a business’ operations increases the risk of
profitability, because the company must meet the terms of its obligations in good times and bad.
During periods of financial stress, the inability to meet loan obligations could result in bankruptcy
and/or a declining market value.
• Foreign Security Risk
: Investing outside the United States involves additional risks, such as
currency fluctuations, periods of illiquidity and price volatility. These risks generally are greater
with investments in developing companies.
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• Cybersecurity Risk
: The computer systems, networks and devices used by WMA and our service
providers to carry out routine business operations employ a variety of protections designed to
prevent damage or interruption from computer viruses, network failures, computer and
telecommunication failures, infiltration by unauthorized persons and security breaches. Despite
the various protections utilized, systems, networks, or devices potentially can be breached. A client
could be negatively impacted as a result of a cybersecurity breach.
Cybersecurity breaches can include unauthorized access to systems, networks, or devices;
infection from computer viruses or other malicious software code; and attacks that shut down,
disable, slow, or otherwise disrupt operations, business processes, or website access or
functionality. Cybersecurity breaches cause disruptions and impact business operations,
potentially resulting in financial losses to a client; impediments to trading; the inability by us and
other service providers to transact business; violations of applicable privacy and other laws;
regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or
additional compliance costs; as well as the inadvertent release of confidential information.
Similar adverse consequences could result from cybersecurity breaches affecting issuers of
mutual funds, ETFs and other securities in which a client invests; governmental and other
regulatory authorities; exchange and other financial market operators, banks, brokers, dealers,
and other financial institutions; and other parties. In addition, substantial costs may be incurred
by these entities in order to prevent any cybersecurity breaches in the future.
Item 9 - Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or
disciplinary events that would be material to a client’s evaluation of WMA or the integrity of
WMA’s management persons. WMA and its management persons have no criminal or civil
actions; administrative proceedings before the SEC, other federal agency, state regulatory
agency, or foreign financial regulatory authority; or self-regulatory organization proceedings
within the last 10 years that require disclosure.
Item 10 - Other Financial Industry Activities and Affiliations
Most investment adviser representatives are also registered representatives Arkadios Capital
and/or insurance agents with a licensed insurance agency. WMA is not affiliated with Arkadios
Capital through ownership or control. When applicable, commission-based accounts and other
securities and insurance products, including life, health, long term care and variable insurance,
are offered through Arkadios Capital or the applicable insurance agency. All related
compensation is separate from advisory services. If a trade error were to occur, it can result in
profit or loss to the firm. The firm has controls in place to limit such trade errors. Investment
Advisers will not participate in any profits resulting from such errors.
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This arrangement poses a conflict of interest to the extent that there is a financial incentive to
recommend securities and other insurance products that result in commissions, brokerage fees,
12(b)-1 fees or other payments. WMA is dedicated to acting in clients’ best interests based on
fiduciary principles. Clients are under no obligation to purchase any recommended brokerage
products or insurance products.
Clients may purchase securities through broker-dealers in initial public offerings, secondary
offerings, and special purpose acquisition company transactions. If Arkadios Capital acts as a
member of the selling syndicate for such offerings, Arkadios Capital will receive compensation
equal to a portion of the gross spread (the difference between the price the client pays for the
security and the price at which it purchased the securities). The amount of the gross spread is
described in the relevant prospectus, offering circular or official statement. Advisors, acting as
a Registered Representative of Arkadios Capital, receive compensation from the sale of an initial
public offering (IPO). The advisory fee is not reduced to offset this compensation. This poses a
conflict of interest for those individuals as they have a financial incentive to recommend IPO
purchases. However, WMA and its personnel are constrained by fiduciary principles to act in
the client’s best interest and will only recommend IPO’s when they are believed to be suitable.
Item 11 - Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
We have adopted a Code of Ethics (“the Code”), the full text of which is available to you upon
request. Our Code has several goals. First, the Code is designed to assist us in complying with
applicable laws and regulations governing our investment advisory business. Under the
Investment Advisers Act of 1940, we owe fiduciary duties to our clients. Pursuant to these
fiduciary duties, the Code requires people associated with us (managers, officers and
employees) to act with honesty, good faith and fair dealing in working with clients. In addition,
the Code prohibits such associated persons from trading or otherwise acting on insider
information.
Next, the Code sets forth guidelines for professional standards for our associated persons. Under
the Code’s Professional Standards, we expect our associated persons to put your interests first,
ahead of personal interests. In this regard, our associated persons are not to take inappropriate
advantage of their positions in relation to our clients.
Third, the Code sets forth policies and procedures to monitor and review the personal trading
activities of associated persons. From time to time our associated persons may invest in the
same securities recommended to you. Under our Code, we have adopted procedures designed
to reduce or eliminate conflicts of interest that this could potentially cause. The Code’s personal
trading policies include procedures for limitations on personal securities transactions of
associated persons, reporting and review of such trading and pre-clearance of certain types of
personal trading activities. These policies are designed to discourage and prohibit personal
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trading that would disadvantage you. The Code also provides for disciplinary action as
appropriate for violations.
Participation or Interest in Client Transactions
Because associated persons may invest in the same securities as those held in your account, we
have established a policy requiring our associated persons to pre-clear transactions in some
types of securities with the Designated Supervisor. The goal of this policy is to avoid any conflicts
of interest that arise in these situations. Some types of securities, such as CDs, treasury
obligations and open- end mutual funds are exempt from this pre-clearance requirement.
However, in the event of other identified potential trading conflicts of interest, our goal is to
place your interests first.
Consistent with the foregoing, we maintain policies regarding participation in initial public
offerings (“IPOs”) and private placements to comply with applicable laws and avoid conflicts
with your transactions. If our associated person wishes to participate in an IPO or invest in a
private placement, he or she must submit a pre-clearance request and obtain the approval of
the Designated Supervisor.
Finally, if associated persons trade with client accounts (i.e., in a bundled or aggregated trade),
and the trade is not filled in its entirety, the associated person’s shares will be removed from
the block, and the balance of shares will be allocated among client accounts in accordance with
our written policy.
Item 12 - Brokerage Practices
Best Execution and Benefits of Brokerage Selection
When given discretion to select the brokerage firm that will execute orders in client accounts,
we seek “best execution” for your trades, which is a combination of a number of factors,
including, without limitation, quality of execution, services provided and commission rates.
Therefore, we may use or recommend the use of brokers who do not charge the lowest available
commission in the recognition of research and securities transaction services, or quality of
execution. Research services received with transactions may include proprietary or third-party
research (or any combination) and may be used in servicing any or all of our clients. Therefore,
research services received may not be used for the account for which the particular transaction
was effected.
We recommend that you establish a brokerage account with Charles Schwab & Co., Inc.
(“Schwab”), a FINRA registered broker/dealer, member SIPC, as the qualified custodian to
maintain custody of your assets. We may also effect trades for your account at Schwab, or may
in some instances, consistent with our duty of best execution and specific agreement with you,
elect to execute trades elsewhere. Although we may recommend that you establish an account
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at Schwab, it is ultimately your decision to custody assets with Schwab. We are independently
owned and operated and are not affiliated with Schwab.
Schwab Advisor Services provides us with access to its institutional trading, custody, reporting
and related services, which are typically not available to Schwab retail investors. Schwab also
makes available various support services. Some of those services help us manage or administer
our clients’ accounts while others help us manage and grow our business. These services
generally are available to independent investment advisors on an unsolicited basis, at no charge
to them. These services are not soft dollar arrangements but are part of the institutional
platform offered by Schwab. Schwab’s brokerage services include the execution of securities
transactions, custody, research, and access to mutual funds and other investments that are
otherwise generally available only to institutional investors or would require a significantly
higher minimum initial investment.
For our client accounts maintained in its custody, Schwab generally does not charge separately
for custody services but is compensated by account holders through commissions or other fees
on trades that it executes or that settle into your Schwab account. Certain trades may not incur
Schwab commissions or transaction fees. Schwab is also compensated by earning interest on
the uninvested cash in your account. Schwab Advisor Services also makes available to us other
products and services that benefit us but may not directly benefit our clients’ accounts. Many of
these products and services may be used to service all or a substantial number of our accounts,
including accounts not maintained at Schwab.
Schwab’s products and services that assist us in managing and administering your account
include software and other technology that (I) provide access to your account data (such as
trade confirmations and account statements); (ii) facilitate trade execution and allocate
aggregated trade orders for multiple client accounts; (iii) provide pricing and other market data;
(iv) facilitate payment of our fees from your account; and (v) assist with back-office functions,
recordkeeping and client reporting.
Schwab Advisor Services also offers other services intended to help us manage and further
develop our business enterprise. These services may include: (I) technology compliance, legal
and business consulting; (ii) publications and conferences on practice management and
business succession; and(iii) access to employee benefits providers, human capital
consultants and insurance providers.
Schwab may make available, arrange and/or pay third-party vendors for the types of services
rendered to us. Schwab Advisor Services may discount or waive fees it would otherwise charge
for some of these services or pay all or a part of the fees of a third-party providing these services
to us. Schwab Advisor Services may also provide other benefits such as educational events or
occasional business entertainment of our personnel. In evaluating whether to recommend that
you custody your assets at Schwab, we may take into account the availability of some of the
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foregoing products and services and other arrangements as part of the total mix of factors we
consider and not solely on the nature, cost or quality of custody and brokerage services provided
by Schwab, which may create a potential conflict of interest.
Certain mutual fund companies and other vendors, with which our associates may place client
funds, may underwrite the expenses of various marketing, educational, and professional
development activities. These reimbursements are not made directly to us but are paid to third
parties to cover specific expenses. Vendor participation in such events does not in any way
guarantee any specified level of investment in any security or product.
Directed Brokerage
We do not generally allow directed brokerage accounts.
Item 13 - Review of Accounts
Managed portfolios are reviewed at least quarterly but may be reviewed more often if requested
by you, upon receipt of information material to the management of your portfolio, or at any time
such review is deemed necessary or advisable by us. These factors generally include, but are
not limited to, the following: change in your general circumstances (marriage, divorce,
retirement); or economic, political or market conditions. Management persons of WMA all
review accounts.
For those clients to whom we provide separate financial planning and/or consulting services,
reviews are conducted on an as needed or agreed upon basis. Such reviews are conducted by
one of our investment adviser representatives or principals.
Account custodians are responsible for providing monthly or quarterly account statements
which reflect the positions (and current pricing) in each account as well as transactions in each
account, including fees paid from an account. Account custodians also provide prompt
confirmation of all trading activity, and year-end tax statements, such as 1099 forms. Additional
reports are available at your request.
Item 14 - Client Referrals and Other Compensation
Item 12 - Brokerage Practices.
WMA receives an economic benefit from Schwab in the form of support products and services
it makes available to us and other independent investment advisors that have their clients
maintain accounts at Schwab. These products and services, how they benefit our firm, and the
related conflicts of interest are described in
The availability of
Schwab’s products and services to us is based solely on our participation in the programs and
not on the provision of any particular investment advice.
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Item 15 - Custody
WMA has constructive custody of Client funds and securities due to the ability to deduct
advisory fees from accounts. In accordance with custody rules, WMA will ensure that a qualified
custodian maintains the account and that Clients receive a quarterly account statement from
the qualified custodian.
Clients should receive statements at least quarterly from Custodians or other selected qualified
custodian that holds and maintains Client’s investment assets. WMA urges Clients to carefully
review such statements and compare the official custodial records to the account statements
that WMA provides. WMA statements may vary from custodial statements based on accounting
procedures, reporting dates, or valuation methodologies of certain securities. You are also
asked to promptly notify us if the custodian fails to provide statements on each account held.
From time to time and in accordance with our agreement with you, we will provide additional
reports. The account balances reflected on these reports should be compared to the balances
shown on the brokerage statements to ensure accuracy. At times there may be small differences
due to the timing of dividend reporting, pending trades or other similar issues.
Item 16 - Investment Discretion
WMA, through the terms of the investment advisory agreement, will generally have discretion
over the selection and amount of securities to be bought or sold in Client accounts without
obtaining prior consent or approval from the Client. However, these purchases or sales may be
subject to specified investment objectives, guidelines, or limitations previously set forth by the
discretionary accounts
Client and agreed to by WMA. We will also accept clients on a non- discretionary basis. For
, a Limited Power of Attorney (“LPOA”) is executed by you, giving us the
authority to carry out various activities in your account, generally including the following: trade
execution; the ability to request checks on your behalf; and the withdrawal of advisory fees
directly from your account. We then direct investment of your portfolio using our discretionary
authority. You may limit the terms of the LPOA to the extent consistent with your investment
advisory agreement with us and the requirements of your custodian.
non-discretionary
accounts, you also generally execute an LPOA, which allows us to carry
For
out trade recommendations and approved actions in your portfolio. However, in accordance
with the investment advisory agreement between you and WMA, we do not implement trading
recommendations or other actions in your account unless and until you have approved the
recommendation or action. As with discretionary accounts, you may limit the terms of the
LPOA, subject to our agreement with you and the requirements of your custodian.
Item 17 - Voting Client Securities
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As a general policy, we do not vote proxies related to securities held in your account. The
custodian of the account will normally provide proxy materials directly to you. You may contact
us with questions relating to proxy procedures and proposals; however, we generally do not
research particular proxy proposals.
Item 18 - Financial Information
We do not require nor solicit prepayment of more than $1,200 in fees per client, six months or
more in advance.
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Privacy Policy
Wealth Management Advisors, LLC (“WMA”) recognizes that its clients have an expectation
that WMA will maintain the confidentiality of clients’ nonpublic personal information.
Consequently, WMA has adopted this privacy policy concerning information obtained during
the servicing of client’s account(s).
To Whom This Policy Applies
.
This notice applies to all our clients who enter into an advisory services agreement with us.
Even if you are no longer a client, our privacy policy will continue to apply to you
Nonpublic information
We do not disclose any non-public personal information about you to any non-affiliated third
parties, except as permitted by law. In the course of servicing your account, we may share
some information with our service providers, such as transfer agents, custodians, broker-
dealers, accountants, consultants, and attorneys.
We restrict internal access to non-public personal information about you to employees who
need that information in order to provide products or services to you. We maintain physical
and procedural safeguards that comply with regulatory standards to guard your non-public
personal information and to ensure our integrity and confidentiality. We will not sell
information about you or your accounts to anyone. We do not share your information unless it
is required to process a transaction, at your request, or required by law.
Sources of Personal Information
We collect personal information about you from meetings with you and on applications or
other forms you have submitted to WMA, as well as information about your investments or
transactions with us or others (such as third-party service providers or fund companies) from
other sources.
Opt-Out Provision
Since WMA does not sell or share any personal information an “opt out” provision would not
be applicable to this privacy policy. Clients may call (864) 236-4706 to request further
information regarding this policy.
You will receive a copy of our privacy notice prior to or at the time you sign an advisory
agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice
to you on an annual basis. Contact our main office at (864) 236-4706 if you have any questions
regarding this policy.
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