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ITEM 1: COVER PAGE
8550 E SHEA BLVD SUITE 130
SCOTTSDALE, AZ 85260
WWW.WMSUS.COM
PHONE: 480-609-4334
DATE OF BROCHURE: MARCH 10, 2026
This brochure provides information about the qualifications and business practices of Wealth
Management Solutions, LLC (“WMS”). If you have any questions about the contents of this brochure,
please contact us at 480-609-4334 or by email at david@wmsus.com. 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 Wealth Management Solutions, LLC is also available on the SEC’s website at
www.adviserinfo.sec.gov.
In regards to any reference to the term “registered investment advisor” or “registered”, such terms do
not imply a certain level of skill or training.
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ITEM 2: MATERIAL CHANGES.
There have been no material changes to Wealth Management Solution’s ADV Part 2A.
ITEM 3: TABLE OF CONTENTS
Item 1: Cover Page ............................................................................................................................... 1
Item 2: Material changes. .................................................................................................................... 2
Item 3: Table of Contents ..................................................................................................................... 2
Item 4: Advisory Business .................................................................................................................... 3
Item 5: Fees and Compensation ........................................................................................................... 4
Item 6: Performance Based Fees and Side-by-Side Management .......................................................... 6
Item 7: Types of Clients ........................................................................................................................ 6
Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ................................................... 6
Item 9: Disciplinary Information ........................................................................................................... 7
Item 10: Other Financial Industry Activities and Affiliations ................................................................. 7
Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 7
Item 12: Brokerage Practices ................................................................................................................ 8
Item 13: Review of Accounts .............................................................................................................. 10
Item 14: Client Referrals and Other Compensation ............................................................................ 10
Item 15: Custody ................................................................................................................................ 10
Item 16: Investment Discretion .......................................................................................................... 10
Item 17: Voting Client Securities ........................................................................................................ 11
Item 18: Financial Information ........................................................................................................... 11
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ITEM 4: ADVISORY BUSINESS
DESCRIPTION OF FIRM, LENGTH OF TIME IN BUSINESS, PRINCIPALS/OWNERS
Wealth Management Solutions, LLC ("WMS"), in business since 2003, is a financial services firm that
provides investment advice and financial planning on a fee-only basis. Fee-only means WMS does not sell
commissioned products or accept commissions of any kind from the sale of a product or service. WMS’
compensation comes directly from clients in the form of an hourly rate, or a quarterly fee that is based on
services provided and/or assets under management.
David S. Rosenthal is the owner and officer responsible for the financial planning services and investment
advisory services.
TYPES OF SERVICES OFFERED
Financial Planning- Comprehensive: Comprehensive Financial Planning includes investment advice and
investment management. This can involve planning for retirement, tax planning, estate planning,
insurance, benefits, and other financial life topics. A comprehensive plan involves a more detailed review
of the client's overall financial position, objective, and goals and over time it typically includes all the
elements described under Comprehensive Financial Planning Services. “Over time” means for some
clients this process can be done in a few months, and for others it takes years to thoroughly cover all the
elements. Comprehensive Financial planning includes investment management.
Financial Planning - Hourly Services: Hourly planning focuses on one or more specific areas that the client
wants to review. In the event that a client selects hourly planning, the firm's services will be expressly
limited to the topics identified by the client and advisor. With hourly services it is the client’s responsibility
to engage us for any additional planning steps. For hourly clients we do not initiate ongoing service or
advice unless requested.
Investment Advice/Investment Management - Investment management services start by gaining an in-
depth understanding of a client’s goals, future cash flow needs, and their understanding and comfort level
with the various risks associated with different types of investments. An investment strategy is then
designed to meet client’s stated objectives and future cash flow needs. This strategy includes advice on
investments under the control of WMS and advice on “outside” investment accounts such as 401k plans,
annuities, real estate, or other investments that may be used at some point to meet the client’s goals and
objectives. For investments under the control of WMS, WMS manages these investment management
accounts in a discretionary capacity. This means within an agreed upon strategy, WMS can make needed
changes to the investments without having to consult with the client about each change before it is made.
In limited cases WMS will accept non-discretionary accounts. Mutual funds and exchange traded funds,
specifically passively managed and/or index funds are the most common investment vehicles
recommended to build client portfolios. WMS investment management services may also include advice
on, but is not limited to advice on, closed end funds, individual bonds, certificates of deposit, actively
managed funds, structured products and individual securities. WMS does not hold itself out to be a stock
picker or market timer, nor does it recommend such strategies. Planning services are not provided to
these clients unless they initiate and request the additional service.
401(k) Plans – Some WMS clients are companies that provide or want to provide a company sponsored
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retirement plan for their employees in the form of a self-directed 401(k). WMS acts as a consultant and
the investment advisor for the 401(k) plan providing plan level and investment level advice. All investment
decisions within participants’ accounts are the sole responsibility of the individual participant.
The investment advice WMS provides is tailored to the needs of each client. The WMS advisor meets with
the client to obtain information regarding the client's investment experience, investment objectives,
understanding of investment risk, cash flow needs and current and future estimated tax brackets. WMS
uses investment research and various schedules to evaluate alternative portfolio designs and alternative
investment options. In connection with developing a recommended portfolio, the client's existing
investments and investment fees are evaluated to determine how well they currently matchup with the
client’s stated objectives. Written investment guidelines are prepared and provided to the client. In most
cases, with the client’s permission, WMS can directly assist the client in implementing any needed
changes. If the client so chooses, WMS will work with the client to develop a transition plan in order to
reallocate assets. Even within discretionary accounts, clients may impose restrictions on investing in
certain securities or types of securities. These restrictions need to be delivered in writing and agreed to
by WMS.
WMS DOES NOT PARTICIPATE IN OR OFFER ANY WRAP FEE PROGRAMS.
AMOUNT OF ASSETS MANAGED, DISCRETIONARY AND NON-DISCRETIONARY.
As of December 31, 2025, the firm’s total amount of assets under management was $172,569,049 all
managed on a discretionary basis.
ITEM 5: FEES AND COMPENSATION
HOW WMS IS COMPENSATED FOR ADVISORY SERVICES
Investment Management Services Fees
WMS advisory fees will be debited directly from each client’s account. Fees range from 0.00% to 1.2%.
WMS Investment Advisory Agreement authorizes the custodian to debit the account for the amount of
WMS investment advisory fee. Investment advisory fees are negotiable in the sole discretion of WMS.
Hourly Rates
For hourly planning services WMS charges an hourly rate typically between $120.00 and $500.00 per hour,
depending upon the complexity of the work and the experience level of the WMS employee working with
the client.
401(k) Plans
Certain WMS clients are 401(k) Plan clients, in which case, services for company retirement plans are
provided based upon the asset-based fee.
Other Fee Arrangements
For some clients financial planning fees and/or investment management fees may be structured as a flat
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annual fee invoiced on a quarterly basis.
HOW FEES ARE COLLECTED
The value of accounts are totaled on the last business day of each quarter. The appropriate fee is taken
and ¼ of that fee is multiplied by the end-of-quarter account values. This fee is debited and the client pays
in advance for services rendered for that calendar quarter in which the fee is debited.
For some clients, rather than debiting fees an invoice is sent each quarter for financial planning fees
and/or investment advisory fees. Financial planning assignments are collected fifty (50%) percent at the
onset of the engagement, followed by the balance upon completion.
For 401(k) Plan clients, as agreed to by WMS and the client/401k plan the client will either (i) pay in arrears
for services rendered for the previous calendar month or quarter in which the fee is debited or (ii) pay in
advance for services to be rendered for the subsequent calendar month or quarter for which the fee will
be debited. The 401(k) company will determine and debit the Plan account daily for WMS’ fee but WMS
shall only be paid on either a quarterly or monthly basis in arrears or advance as applicable to the specific
agreed-upon relationship. WMS does not require or solicit clients to pay fees in advance.
In some circumstances, 401(k) Plan clients will pay fees directly and separately from plan assets.
ANY ADDITIONAL FEES
All fees paid to WMS for investment advisory services are separate and distinct from any mutual fund fees
(internal fees and expense ratios) or transaction fees charged by the broker/dealer or custodian to
purchase or sell any investment. For example, a broker/dealer or custodian may impose a specific
transaction fee to buy or sell stocks, ETFs, mutual funds, options, etc. WMS does not receive fees or
compensation from a broker/dealer or custodian, nor does WMS participate in the fees they collect from
the client in any way. Additional information on brokerage services can be found in Item 12 of this
brochure.
Accordingly, the client should review transaction fees, the fees charged by the funds and the fees charged
by WMS to fully understand the total amount of fees to be paid by the client and to thereby evaluate the
value of the advisory services being provided. In full disclosure efforts, WMS is happy to assist the client
by providing a detailed fee analysis of existing and proposed investment strategies.
REFUNDS/TERMINATION
Clients may terminate the agreement by providing written notice (email is acceptable) at any time. Once
written notice is received, WMS will assist clients with any documentation or information needed for the
transition through the end of the calendar quarter in which the written notice is received. WMS also has
the ability to terminate the advisory contract, provided 30 days prior written notice is delivered to the
client. If a written termination notice is delivered to the client, WMS will continue services and assist
clients with any documentation or information needed for the transition through the end of the calendar
quarter in which the written notice is delivered. Refunds for any unearned portion of the advisors closing
quarter’s services may be requested in writing. WMS will refund any unearned fee back to all clients if
services are terminated mid quarter
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COMMISSIONS
No WMS personnel accept compensation for the sale of securities or other investment related products,
nor do they participate in the receipt of any asset-based sales charge or service fees from the sale of
mutual funds.
ITEM 6: PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT
WMS does not accept performance-based fees; that is fees based on a share of capital gains on or capital
appreciation of the assets of a client, nor are there any performance-based fees that arise from any
investments that WMS recommends.
ITEM 7: TYPES OF CLIENTS
WMS works primarily with individuals and families and on a limited basis with corporate accounts,
charitable foundations, 401(k) plans, profit sharing plans and/or defined benefit plans, generally when
these accounts or plans are connected with an individual who is a WMS client. WMS does not require a
minimum account size, but comprehensive planning are generally most appropriate for those with
investable assets of $1 million or more. WMS provides services only after an advisory agreement has been
signed by both the client and WMS.
ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
METHODS OF ANALYSIS AND INVESTMENT STRATEGIES
The basic investment philosophy of WMS is to invest in investments that, in our opinion, represent good,
long-term investment opportunities. In constructing an investment portfolio, WMS identifies a broadly
diversified universe of eligible securities. Through diversification, we work to reduce many of the risks
listed below. The practice of allocating money between different investments to reduce risk is known as
diversification. An investor may be able to limit their losses and reduce the fluctuations of investment
returns without sacrificing too much potential gain by picking the right group of investments. A diversified
portfolio should be diversified both between asset categories and within asset categories. WMS works to
identify investments in segments of each asset category that may perform differently under different
market conditions when constructing a portfolio. WMS monitors the investments and investment
allocation to make tactical changes as needed, taking into consideration current economic conditions,
asset class return assumptions, the potential transaction charges and tax consequences. In the event that
economic circumstances warrant an increase or decrease to a specific asset class or subclass allocations,
changes are implemented.
Please Note: Investment Risk. Investing in securities involves risk of loss that clients should be prepared
to bear. Different types of investments involve varying degrees of risk, and it should not be assumed that
future performance of any specific investment or investment strategy (including the investments and/or
investment strategies recommended or undertaken by WMS) will be profitable or equal any specific
performance level(s). As with any investment that invests in stocks, your investment will fluctuate in
value, and the loss of your investment is a risk of investing. Your portfolio will fluctuate due to changes
in the market prices of its investments. Also, your portfolio may not grow as fast as the rate of inflation
and stocks tend to be more volatile than some other investments, such as bonds.
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MATERIAL RISKS FOR EACH METHOD/STRATEGY
A higher allocation to equities typically has more risk than a portfolio with a lower allocation to equities.
However, high allocation to bonds may create a different set of risks such as rising interest rates and
creditor defaults. WMS’ methods of analysis and investment strategies have their own inherent risks, as
does every method of analysis. To perform an accurate market analysis WMS must have access to
current/new market information. WMS has no control over the dissemination rate of market information;
therefore, unbeknownst to WMS, certain analyses may be compiled with outdated market information,
severely limiting the value of WMS’ analysis. Furthermore, an accurate market analysis can only produce
a forecast of the direction of market values. There can be no assurances that a forecasted change in
market value will materialize into actionable and/or profitable investment opportunities.
RISKS IN A PARTICULAR TYPE OF SECURITY
WMS primarily recommends index funds and Exchange Traded Funds (ETFs) or passively managed funds
and Exchange Traded Funds (ETFs) which tend to have a level of risk that matches the underlying stock or
bond index which the fund tracks.
WMS will occasionally recommend actively managed funds and ETFs when there isn’t an index or passively
managed fund or ETF for the underlying asset class.
WMS may also recommend the use of structured products, a bond issued by a large financial institution,
with the return tied to an underlying index. These products contain issuer risk in addition to market risk;
meaning they are backed solely by the company that issues them.
ITEM 9: DISCIPLINARY INFORMATION
There are no legal or disciplinary events to be reported for WMS, any of its principals or supervised
persons.
ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
David Rosenthal is a 50% owner of WMS Fund Management, LLC which acts as the manager to WMS Fixed
Income Fund I, LLC (the “Fund”) which is an affiliated private investment limited liability company which
was offered in accordance with Regulation D under SEC regulations. To address and avoid any conflicts
of interest, the Fund is closed to new investors and as of July 2008 all management fees within the fund
have been suspended. WMS does not charge a management fee on client assets that are invested in the
Fund.
The Fund (and thus members of the Fund, who may be WMS clients) is responsible for Fund fees and
expenses (such fees and expenses include operating and liquidation expenses, interest and other lenders’
charges (if any), taxes (other than income taxes, which will be the responsibility of the limited partners),
brokerage commissions paid in the course of the purchase or sale of securities, legal, accounting, auditing
and tax return preparation fee and expenses, auditing, tax return preparation fees, and all other expert
and consulting fees and expenses arising in connection with Fund’s business). As referenced in this Item
10 above, WMS does not charge a management fee on client assets that are invested in the Fund.
ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL
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TRADING
CODE OF ETHICS
WMS maintains an investment policy relative to personal securities transactions. This investment policy
is part of WMS’ overall Code of Ethics, which serves to establish a standard of business conduct for all of
WMS’ Representatives that is based upon fundamental principles of openness, integrity, honesty and
trust, a copy of which is available upon request.
In accordance with Section 204A of the Investment Advisers Act of 1940, WMS also maintains and
enforces written policies reasonably designed to prevent the misuse of material non-public information
by WMS or any person associated with WMS.
RELATED PERSONS AND INVESTMENT RECOMMENDATIONS
WMS does not recommend investments which a related person has a direct or indirect benefit.
GENERAL POLICIES AND PROCEDURES
It is the expressed policy of WMS that no person employed by the firm may benefit, either directly or
indirectly from recommendations made to or transactions placed by or on behalf of advisory accounts.
Employees of the firm are generally precluded from buying or selling securities for their personal
portfolio(s) if their decision is substantially derived, from information obtained through his or her
employment unless the information relating to the investment decision is also available to the investing
public on reasonable inquiry. WMS expressly prohibits any employee from placing his or her interests
ahead of its advisory clients. WMS monitors personal trading activity and this activity is reviewed
quarterly to ensure compliance with the firm’s policies and procedures.
ITEM 12: BROKERAGE PRACTICES
FACTORS CONSIDERED IN SELECTING OR RECOMMENDING BROKER-DEALERS FOR CLIENT TRANSACTIONS
WMS may in various circumstances recommend the use of Charles Schwab & Co, Inc. (“Schwab”), national
discount brokerage firms, as broker and custodian. WMS recommends this broker-dealer because WMS
has experienced that it has the ability to, and history of, providing excellent service to WMS clients in a
timely and cost-effective manner.
Clients will establish an account at a broker for execution of securities transactions and custodial services.
Schwab often offers access to no load mutual funds as well as individual securities at discounted
transaction costs; in addition it enables the client to have access to mutual funds, such as an institutional
share class of a fund, which has a lower cost to the client than the other share classes that would be
available to the client without this arrangement. This arrangement also permits the client’s investments
to be maintained in one location (minimizing administrative burdens for the client and WMS). WMS
believes Schwab’s transaction costs are very competitive, however, the client may pay more or less with
other brokerage firms.
1. Research and Other Soft Dollar Benefits
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Schwab offers services, such as access to its online research or online software, to all firms like WMS that
use their services. Some people may perceive this as a conflict of interest as WMS might in certain
circumstances be deemed to be receiving a benefit in the form of research, market information, and/or
administrative services. WMS does not perceive this as a conflict of interest as the services offered by
one broker/dealer or custodian are not materially different from those offered by another, and so this is
not a factor used by WMS to make a broker recommendation to a client. When appropriate, research,
market information and/or administrative services obtained from Schwab may be used to service all of
WMS' clients.
No client transactions have been directed to a particular broker-dealer in return for soft dollar benefits.
2. Brokerage for Client Referrals
WMS does not receive client referrals from brokers.
3. Directed Brokerage
WMS does not recommend, request or require that a client direct WMS to execute transactions through
a specified broker-dealer, however WMS does permit a client to direct brokerage if WMS and the client
determine this is the most appropriate course of action for the client. In such a circumstance the client is
free to select the broker or other service provider of his or her choosing.
While the firm believes the service providers (i.e. Schwab) used by the firm provide benefits to the client,
each client is expressly advised to evaluate any recommended broker or other service provider to ensure
that the broker or service provider meets the clients’ needs and to evaluate the rates or charges so that
they are acceptable to the client. When the client selects the broker for any and all securities transactions,
the firm does not typically negotiate the commission for or on behalf of the client, so the client may pay
more than if the WMS recommended broker had been chosen, and any obligation as to obtaining best
execution for transactions is that of the customer.
AGGREGATION OF PURCHASE/SALE OF SECURITIES
Transactions for each client account generally will be effected independently, as WMS primarily
recommends the use of mutual funds, and there is no benefit or detriment to the client or WMS to
aggregate purchases of such funds. If WMS decides to purchase or sell the same securities for several
clients at approximately the same time WMS may (but is not obligated to) combine or "batch" such orders
to obtain “best execution”, to save administration time in effecting the transactions, to negotiate more
favorable commission rates, or to allocate equitably among WMS’ clients differences in prices and
commissions or other transaction costs that might have been obtained had such orders been placed
independently. Under this procedure, transactions will be averaged as to price and will be allocated
among WMS' clients in proportion to the purchase and sale orders placed for each client account on any
given day. Due to the nature of the securities WMS primarily recommends, currently there is no benefit
to the client for WMS to aggregate purchases and no cost to the client if WMS does not do so. If this
should change, and there would be a benefit to the client for WMS to aggregate purchases, WMS would
work toward incorporating this into their practice.
To the extent that WMS determines to aggregate client orders for the purchase or sale of securities,
including securities in which WMS' principals and/or associated persons may invest, WMS shall generally
do so in accordance with the parameters set forth in SEC No-Action Letter, SMC Capital, Inc. WMS shall
not receive any additional compensation or remuneration as a result of the aggregation.
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ITEM 13: REVIEW OF ACCOUNTS
All account reviews are conducted by a licensed WMS professional. However, all investment management
clients are advised that it remains their responsibility to advise WMS of any changes in their investment
objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review
financial planning issues (to the extent applicable), investment objectives and account performance with
WMS on an annual basis. Account reviews may also be triggered by changes on investment objectives,
market fluctuations, or client request.
Clients are provided, at least quarterly, with written transaction confirmation notices and regular written
summary account statements directly from the broker-dealer/custodian and/or program sponsor for the
client accounts. WMS may also provide a written periodic report summarizing account activity and
performance.
ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION
Neither WMS nor any WMS personnel receive sales awards, referral fees or prizes for any business
conducted. Any other items that could be perceived as forms of compensation are disclosed under Item
12.
WMS does not compensate any individuals for client referrals.
ITEM 15: CUSTODY
There are four avenues through which WMS could have custody of client funds; (1) by directly debiting its
fees from client accounts; (2) acting as a trustee or executor of client accounts; (3) allowing a “Standing
Letter of Authorization” (“SLoA”) whereby a client executes a single document but can initiate wire
transfers multiple times to the same third party; or (4) by having the login credentials to 401(k) or other
accounts in the name of the client. WMS does debit fees from client accounts and have login credentials
for certain accounts. WMS does not act as a trustee or executor of client accounts and does not allow
third party SLoAs that are not in writing. Clients whose fees are directly debited will provide written
authorization to debit advisory fees from their accounts held by a qualified custodian chosen by the client.
The client will receive a statement from their account custodian showing all transactions in their account,
including the fee. We encourage clients to carefully review the statements and confirmations sent to
them by their custodian, and to please alert WMS of any discrepancies. WMS obtains a surprise
examination at least annually by an independent accountant.
ITEM 16: INVESTMENT DISCRETION
WMS provides non-discretionary and discretionary portfolio advice as to the client's investment accounts.
Prior to engaging WMS to provide investment management services, the client will be required to enter
into a formal Investment Advisory Agreement with WMS setting forth the terms and conditions under
which WMS shall manage the client's assets, and a separate custodial/clearing agreement with each
designated broker-dealer/custodian. Before WMS assumes discretionary authority over a client’s
account(s), the client will execute a limited power of attorney that is within WMS’ Investment Advisory
Agreement.
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ITEM 17: VOTING CLIENT SECURITIES
Clients of WMS vote via proxy, and WMS does not maintain the authority to vote client securities. Clients
will receive their proxies and other solicitations directly from their custodian or a transfer agent. Clients
should contact the custodian or transfer agent directly with questions about a particular solicitation, but
clients may also call WMS with any questions related to proxies or solicitations they receive.
ITEM 18: FINANCIAL INFORMATION
WMS does not solicit fees of more than $1,200 per client, six months or more in advance.
WMS is unaware of any financial condition that is reasonably likely to impair its ability to meet its
contractual commitments relating to its discretionary authority over certain client accounts.
WMS has not been the subject of a bankruptcy petition.
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