WEALTHPLAN PARTNERS, LLC

Item 1. Cover Page Disclosure Brochure August 2025 WealthPLAN Partners, LLC CRD# 305026 A Registered Investment Adviser 101 South 108th Avenue, Second Floor Omaha, NE 68154 (402) 691-0200 This Disclosure Brochure provides information about the business and practices of WealthPLAN Partners, LLC. The purpose of the brochure is to provide information to you so that you can understand and use our services more effectively. Please call us at our main office number listed above if you have questions about the content of this brochure. WPP is a Registered Investment Adviser. Registration of an Investment Adviser does not imply any level of skill or training. The investment advisory services that are described within this brochure are not insured or otherwise protected by the U.S Government, the FDIC, the Federal Reserve Board, or any other government agency. All investments involve risk, including the possible loss of principal. Item 2. Material Changes The information in the brochure has not been approved or verified by the United States Securities and Exchange Commission or any state securities authority. Additional information about WealthPLAN Partners, LLC is available on the SEC’s website at www.adviserinfo.sec.gov, by searching for WealthPLAN Partners, LLC or using CRD #305026. This Item discusses material changes that have been made to our brochure since the date of our last annual since the date of our last annual update on March 24, 2014: updating amendment. The following is a summary of the material changes made to the WPP Brochure WealthPLAN Partners, LLC, a Registered Investment Adviser 101 South 108th Avenue, Second Floor, Omaha, Nebraska, 68154 | (402) 691-0200 www.WEALTHPLAN.PARTNERS 1  Item 2. Material Changes Since our last annual amendment filing on March 25, 2024, our firm has the following material changes to disclose: • We now accept non-cash compensation from the Orion Portfolio Solutions Elite Advisor Network. Please see Item 14 below for further details. 2  Item 3. Table of Contents Item 1. Cover Page .................................................................................................................... 1 Item 2. Material Changes .......................................................................................................... 2 Item 3. Table of Contents .......................................................................................................... 3 Item 4. Advisory Business ......................................................................................................... 4 Item 5. Fees and Compensation ............................................................................................... 9 Item 6. Performance-Based Fees and Side-by-Side Management ...........................................13 Item 7. Types of Clients ...........................................................................................................13 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ......................................13 Item 9. Disciplinary Information ................................................................................................19 Item 10. Other Financial Industry Activities and Affiliations ......................................................19 Item 11. Code of Ethics ............................................................................................................21 Item 12. Brokerage Practices ...................................................................................................21 Item 13. Review of Accounts ....................................................................................................27 Item 14. Client Referrals and Other Compensation ..................................................................27 Item 15. Custody ......................................................................................................................29 Item 16. Investment Discretion .................................................................................................31 Item 17. Voting Client Securities ..............................................................................................31 Item 18. Financial Information ..................................................................................................31 3  Item 4. Advisory Business WealthPLAN Partners, LLC is a Registered Investment Adviser with our primary location in Omaha, NE. In addition to doing business under our name WealthPLAN Partners, LLC, we also have various Investment Advisor Representatives who use different Doing Business As (DBA) names which are all disclosed on our ADV Pt. 1. The firm is a Limited Liability Company under the laws of the State of Nebraska and has been in business as an independent registered investment adviser since December 2019. The firm is indirectly controlled by Brent O’Mara, Wade Behlen, Patrick Brewer, and Amy Feltz each holding 20.88% ownership interests, in WealthPlan Group, LLC the direct majority owner of WealthPLAN Partners, LLC. This Disclosure Brochure describes our business. In this brochure, the words, “we,” “our”, “the firm” and “us” refer to the firm and the words “you”, “your”, and “client” refer to you as either the client or prospective client of our firm. Investment Advisor Representatives may have their own legal business entities whose business names and logos may appear on marketing materials as approved by WealthPLAN Partners, LLC, or client statements as approved by the Custodian. The Client should understand that the businesses are legal entities of the Investment Advisor Representative and not of WealthPLAN Partners, LLC, nor the Custodian. Additionally, the business entity may provide services other than as an Investment Advisor Representative as disclosed herein; However, Investment Advisory Services of the Investment Advisor Representatives are provided through WealthPLAN Partners, LLC. We provide financial planning, consulting, and investment management services. Prior to engaging us to provide any of the foregoing investment advisory services, the client is required to enter into one or more written agreements with the firm, setting forth the terms and conditions under which we render our services (collectively the “Agreement”). As of December 31, 2024, our firm manages $1,228,068,566 on a discretionary basis and $43,486,248 on a non-discretionary basis, totaling an aggregate $ 1,271,554,814 in Assets Under Management. Business Entities of Investment Advisor Representatives Investment Advisor Representatives may have their own legal business entities whose business names and logos may appear on marketing materials as approved by WealthPLAN Partners, LLC, or client statements as approved by the Custodian. The Client should understand that the businesses are legal entities of the Investment Advisor Representative and not of WealthPLAN Partners, LLC, nor the Custodian. Additionally, the business entity may provide services other than as an Investment Advisor Representative as disclosed herein; However, Investment Advisory Services of the Investment Advisor Representatives are provided through WealthPLAN Partners, LLC. 4  Financial Planning and Consulting Services We may provide our clients with a broad range of comprehensive financial planning and consulting services. These services include business planning, investments, insurance, retirement, education, estate planning, and tax and cash flow needs of the client. Financial planning services will be provided in an ongoing relationship. In performing these services, we are not required to verify any information received from the client or from the client’s other professionals (e.g., attorney, accountant, etc.) and are expressly authorized to rely on such information. We may recommend our own services, our Advisory representatives in their individual capacities as registered representatives of a broker-dealer, and/or other professionals to implement these recommendations. Clients are advised that a conflict of interest exists if we recommend our own services. The client is under no obligation to act upon any of the recommendations we make under a financial planning or consulting engagement or to engage us or the services of any such recommended professional. The client retains absolute discretion over all such implementation of decisions and is free to accept or reject any of our recommendations. We strongly recommend you promptly notify us if there is ever a change in your financial situation or investment objectives for the purpose of reviewing, evaluating, or revising our previous recommendations and/or services. Results of the analysis or review may be provided verbally, in a written financial plan or analysis, or delivered via online access to a financial planning or analysis tool. Investment Management Services Clients can engage us to manage all or a portion of their assets on a discretionary basis. Clients can establish accounts at either Schwab, NFS or Pershing for the custody of assets, with our assistance. We primarily allocate clients’ investment management assets among mutual funds, exchange-traded funds (“ETFs”), individual debt and equity securities, managed futures, real estate partnerships and/or options, as well as the securities components of variable annuities and variable life insurance contracts in accordance with the investment objectives of the client. In addition, we may recommend that clients who are “accredited investors” as defined under Rule 501 of the Securities Act of 1933, as amended, invest in private placement securities, which may include debt, equity, and/or pooled investment vehicles when consistent with the clients’ investment objectives. We also provide advice about any type of investment held in clients' portfolios. We may also render non-discretionary investment advisory services to clients relative to variable life/annuity products that they may own, their individual employer-sponsored retirement plans, and/or 529 plans or other products that may not be held by the client’s primary custodian. In so doing, we either direct or recommend the allocation of client assets among the various investment options that are available with the 5  product. Client assets are maintained at the specific insurance company or custodian designated by the product. We tailor our advisory services to the individual needs of clients. We consult with clients initially and on an ongoing basis to determine risk tolerance, time horizon and other factors that may impact the client’s investment needs. We strive to ensure that clients’ investments are suitable for their investment needs, goals, objectives and risk tolerance based on information provided by the client on the Client Profile form, the Fact Finder, and during a one-on-one meeting with the client(s) initially and at least annually. Clients are advised to promptly notify the firm if there are changes in their financial situation or investment objectives or if they wish to impose any reasonable restrictions upon our management services. Clients may impose reasonable restrictions or mandates on the management of their account (e.g., require that a portion of their assets be invested in socially responsible funds). Our firm will occasionally utilize the sub-advisory services of a third-party investment advisory firm or individual advisor to aid in the implementation of an investment portfolio designed by our firm. Before selecting a firm or individual, our firm will ensure that the chosen party is properly licensed or registered. Asset Management for Held Away Accounts: As part of our Asset Management services for held away Accounts, our firm has entered into a service agreement with Pontera Solutions Inc (“Pontera®”). in order to be able to create a portfolio consisting of the securities/investment opportunities made available by the plan sponsor. The client’s individual investment strategy is tailored to their specific needs and may include some or all of the securities made available in their Plan. Portfolios will be designed to meet a particular investment goal, determined to be suitable to the client’s circumstances. Once the appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary, rebalanced. Institutional Intelligent Portfolios® Our firm may offer portfolio management services using Institutional Intelligent Portfolios® (IIP) software, an online investment management platform that automatically rebalances portfolios for use by independent investment advisers and sponsored by Schwab Wealth Investment Advisory, Inc. (the “Program” and “SWIA,” respectively). Through the Program, our firm offers clients a range of investment strategies we have constructed and manage, each consisting of a portfolio of exchange traded funds (“ETFs”) and a cash allocation. The client’s portfolio is held in a brokerage account opened by the client at SWIA’s affiliate, Charles Schwab & Co., Inc. Our firm is independent of and not owned by, affiliated with, or sponsored or supervised by SWIA, Schwab or their affiliates (together, “Schwab”). The Program is described in the 6  Schwab Wealth Investment Advisory, Inc. Institutional Intelligent Portfolios® Disclosure Brochure (the “Program Disclosure Brochure”), which is delivered to clients by SWIA during the online enrollment process. The minimum investment required to open an account is $5,000. Our firm, and not Schwab, is the client’s investment adviser and primary point of contact with respect to the Program. Our firm is solely responsible, and Schwab is not responsible, for determining the appropriateness of the Program for the client, choosing a suitable investment strategy and portfolio for the client’s investment needs and goals, and managing that portfolio on an ongoing basis. SWIA’s role is limited to delivering the Program Disclosure Brochure to clients and administering the Program so that it operates as described in the Program Disclosure Brochure. Our firm has contracted with SWIA to provide the technology platform and related trading and account management services for the Program. This platform enables our firm to make the Program available to clients online and includes a system that automates certain key parts of the investment process (the “System”). Our firm will make the final decision and select a portfolio based on all the information made available about the client. The System also includes an automated investment engine through which our firm manages the client’s portfolio on an ongoing basis through automatic rebalancing and tax-loss harvesting (if the client is eligible and elects). In connection with the client’s appointment of our firm, the client grants trading authority over their account to SWIA. The client understands when electing to use the Program, the client will not have authority to give Charles Schwab & Co., Inc. trading instructions on the program account, or to closely control the timing of purchases or liquidations. All trading instructions will be given to Charles Schwab & Co., Inc. by SWIA via the Automated Investment Engine. The Program relies upon systematic rebalancing and models for ongoing management of the account. Clients will also execute a Financial Planning & Consulting Agreement and pay a separate, one-time initial fee for financial planning & consulting services. Thereafter, clients will receive ongoing financial planning & consulting services as part of the Institutional Intelligent Portfolios® service (with no separate and ongoing financial planning and consulting fees) unless disclosed in advance provided the client pays $6,000 or more in advisory fees attributed to our firm’s Institutional Intelligent Portfolios® service. Please see the Financial Planning & Consulting section in Item 5 of this Brochure for more information regarding initial Financial Planning & Consulting fees to be assessed. Variable Annuity Management Clients can also engage us to manage all or a portion of their previously purchased variable annuity assets on a discretionary basis. In order to engage us to manage variable annuity assets under this arrangement the client must hold the variable annuity contract for one year. After the one-year anniversary, if the client 7  wishes to have variable annuity assets managed by us, the client(s) will be asked to enter into the firm’s written investment advisory agreement. This agreement will set forth the terms and conditions of the management relationship. We provide this service without charging a separate investment advisory fee. We may allocate clients’ variable annuity subaccounts among the selections made available by the insurance company issuing the variable annuity contract. Such allocations will be made based on the investment objectives of the client. The variable annuity subaccounts will be periodically reviewed and reallocated as needed among the investment selections to remain consistent with the client’s goals and objectives. All variable annuity assets are maintained at the insurance company issuing the variable annuity and the insurance company will continue to issue periodic account statements to the client as the custodian of assets. Retirement Plan Consulting Services We offer consulting services to retirement plan sponsors in some or all of the following areas as agreed upon in the written consulting services agreement. This applies to client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If client accounts are part of a Plan, and our firm accepts appointments to provide services to such accounts, our firm acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Application with respect to the provision of services described therein. Investment Policy Statement – assist the plan sponsor in developing or revising the plan’s • investment policy statement. • Service Provider Liaison – act as a liaison between the plan and its service providers and vendors based solely on instructions from the plan. Investment Monitoring – perform ongoing monitoring of investments and/or investment managers • based on written guidance provided by the plan • Performance Reports – prepare reports, based on statements provided by the plan, reflecting performance of investments and/or investment managers and comparing the performance to benchmarks. Investment Recommendations – recommend specific investments for plan sponsor to consider • within the plan or to make available to plan participants (if applicable), and/or recommend replacement investments if an existing investment is deemed no longer suitable by the plan sponsor. Unless engaged on a 3(38) Fiduciary level, all decisions regarding investments to be purchased or made available to plan participants are the responsibility of the plan sponsor o 404(c) Assistance – assist plan in identifying investment options under the “broad range” requirement of ERISA 404(c) o Qualified Default Investment Alternative (QDIA) Assistance – assist client in identifying an investment alternative within the definition of QDIA under ERISA 8  • Education Services to Plan Sponsor – provide training for members of the plan sponsor or any plan committee with regard to their services, including education with respect to their fiduciary responsibilities. • Participant Enrollment – assist plan in enrolling plan participants in the plan, including conducting enrollment meetings and providing participants with information about the plan such as terms and operation of the plan, benefits of plan participation, benefits of increasing plan contributions, and impact of withdrawals on retirement income. • Participant Education – conduct group investment education meetings and plan participant advice (if requested by plan sponsor). Providing information about investment options under the plan such as investment objectives and historical performance, explaining investment concepts such as diversification, risk and return, and providing guidance as to how to determine investment time horizon and risk tolerance. WPP delivers education at the group level and may offer advice at the participant level, but since WPP does not have discretion over participant plan assets, it is the sole responsibility of the participant to make any of the changes or adjustments to their account. • Changes in Investment Options – assist in making changes to investment options under the plan, on a 3(21) or 3(38) fiduciary level. • Vendor Analysis – assist plan with the preparation, distribution and evaluation of Requests for Proposals, and conduct interview of final candidates. • Benchmarking Services – provide plan with comparisons of plan data such as fees, services, participant enrollment and participant contribution levels to data from the plan’s prior years and/or similar plans. • Fee Assessment – assist plan in identifying fees and other costs incurred by the plan for investment management, recordkeeping, participant education, and participant communication among others, as applicable. Item 5. Fees and Compensation We offer our services on a fee basis, which may include hourly and/or fixed fees, as well as fees based upon assets under management. Additionally, some of our Advisory representatives, in their individual capacities, may offer securities brokerage services and insurance products under a commission arrangement. The firm reserves the right, in its sole discretion, to negotiate, reduce or waive the advisory fee for certain client accounts and for any period of time as determined by the firm. Financial Planning and Consulting Services Fees We may charge a fixed fee and/or hourly fee for financial planning services. These fees are negotiable, depending upon the level and scope of the services and the professional rendering the financial planning service. Flat fees generally range up to $5,000 and the hourly fee ranges between $100 and $300.The fee to be paid by the client will be outlined in the signed service agreement. 9  Prior to engaging us to provide financial planning and/or consulting services, the client and firm are required to enter into a written agreement setting forth the terms and conditions of the engagement, including the amount of the fee. The balance is generally due upon delivery of the financial plan or completion of the agreed upon services. The agreement for financial planning services is an ongoing relationship and may be terminated by either party upon written notice to the other party. Upon termination, any prepaid, unearned fees will be returned to the client, based upon the time and effort completed prior to termination of the agreement. Any fees owed to the firm upon termination will be billed to the client at that time. No refunds will be made after delivery of the services. We will not charge fees in excess of $1200 in advance for services that cannot be rendered within 6 months. The client will receive full disclosure and details of all arrangements in the agreement. Investment Management Fee for Individual Investors We provide investment management services for an annual fee based upon a percentage of the market value of the assets being managed. Our annual fee is exclusive of, and in addition to brokerage commissions, transaction fees, and other related costs and expenses which are incurred by the client. We do not, however, receive any portion of these commissions, fees, and costs. The exact billing terms will be determined on a case-by-case basis and shall be described in the executed advisory agreement. The annual fee is negotiable and varies (between 0.01% and 2.00%) depending upon the market value of the assets under management and the type of investment management services to be rendered. Adjustments will be made for deposits and withdrawals during the month or quarter. Our firm bills on cash and cash and cash equivalents unless otherwise agreed to in writing. The client will receive full disclosure and details of all arrangements in the agreement. In certain cases, Client accounts utilizing third party managers will be charged a fee that is in addition to the fee published for our services. In other instances, this fee will be offset by our firm’s advisory fee. In the event the third-party manager fees are in addition to our firm’s fees; this will be described in separate disclosure documents provided by the chosen manager. Fees For Held Away Accounts In certain instances, our firm will manage client’s held away accounts through the Pontera platform. The fee associated with this platform is 0.25% of the assets under management, however, it is important to note that this fee will be paid by our firm and as such will not result in the client paying higher fees than if the assets were custodied with our recommended custodian(s). Institutional Intelligent Portfolios® Clients will be charged an ongoing annual fee applied quarterly in advance based on the value of the assets in the client’s account on the last day of the month prior to the current billing cycle. Our fee for Institutional Intelligent Portfolios® as a percentage of assets under management is negotiable and varies (between 0.01 10  and 2.00%). Fees to be assessed will be outlined in the advisory agreement to be signed by the client. Our firm bills on cash balances unless otherwise agreed in writing. Our fees vary and are negotiable. The amount clients pay will depend, for example, on the complexity of each client situation, the services clients receive and the amount of assets in the client’s account. Our firm’s fees will be automatically deducted from client’s advisory account. Our firm will assess fees on a pro-rata basis (based on the number of days) for accounts that transfer intra-quarter, in other circumstances, we will waive our fee, and start billing on the next cycle. Adjustments will be made for deposits and withdrawals during the month or quarter. Our firm bills on cash and cash and cash equivalents unless otherwise agreed to in writing. In rare cases, we will agree to send clients invoices rather than automatically deduct our fees from a client’s advisory account. As part of this process, clients understand the following: a) The client’s independent custodian sends statements at least quarterly showing the market values for each security included in the Assets and all account disbursements, including the amount of the advisory fees paid to our firm; b) Clients will provide authorization permitting our firm to be directly paid by these terms. Our firm c) will send an invoice directly to the custodian; and If our firm sends a copy of our invoice to the client, a legend urging the comparison of information provided in our statement with those from the qualified custodian will be included. Investment Management Fee for Institutional Investors We also provide investment management services to institutional investors, primarily foundations, non- profit organizations, pension, and qualified plans, for an annual fee based upon a percentage of the market value of the assets being managed by us. Our annual fee is exclusive of, and in addition to brokerage commissions, transaction fees, and other related costs and expenses which are incurred by the client. We do not receive any portion of these commissions, fees, and costs. This annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets being advised upon by us on the last day of the previous quarter. The annual fee is negotiable and varies (between 0.10% and 1.50%) depending upon the market value of the assets under management and the type of investment management services to be rendered. Adjustments will be made for deposits and withdrawals during the month or quarter. Our firm bills on cash and cash and cash equivalents unless otherwise agreed to in writing. The client will receive full disclosure and details of all arrangements in the agreement. Client accounts utilizing third party managers will be charged a fee that is in addition to the fee published for our services. This will be described in separate disclosure documents provided by the chosen manager. Transaction Charges and IRA Custodial Fees Clients will incur transaction charges for trades executed in their accounts. These transaction fees are separate from our firm’s advisory fees and will be disclosed by the chosen custodian. It is important to note, however, that Charles Schwab & Co., Inc., no longer charges commissions on domestic equity and exchange traded fund transactions. Clients may also pay charges imposed directly by a mutual fund, index fund, or exchange traded fund, which shall be disclosed in the fund’s prospectus (i.e., fund management 11  fees, initial or deferred sales charges, mutual fund sales loads, 12b-1 fees, surrender charges, variable annuity fees, IRA and qualified retirement plan fees, and other fund expenses). Our firm does not receive a portion of these fees. All accounts are managed on an individualized basis according to the client’s investment objectives, financial goals, risk tolerance, etc. Legacy wrap fee clients will not incur transaction costs for trades. Fees for Management during Partial Quarters of Service For the initial period of investment management services, the fees are calculated on a pro rata basis. The Agreement will continue in effect until terminated by either party pursuant to the terms of the Agreement. Our fees are prorated through the date of termination and any remaining balance is charged or refunded to the client, as appropriate. If assets are deposited into or withdrawn from an account after the inception of a quarter, the fee payable with respect to such assets will be adjusted or prorated based on the number of days remaining in the quarter. Commissions or Sales Charges for Recommendations of Securities Clients can engage certain persons associated with the firm (but not the firm itself) to render securities brokerage services under a commission arrangement. Clients are under no obligation to engage such persons and may choose brokers or agents not affiliated with this firm. Under this arrangement, clients may implement securities transactions through certain of our advisory representatives in their respective individual capacities as registered representatives of Osaic Wealth, an SEC registered broker-dealer and member of FINRA. Osaic Wealth may charge brokerage commissions to effect these securities transactions and thereafter, a portion of these commissions may be paid by Osaic Wealth to such advisory representatives. Prior to effecting any transactions clients are required to enter into a new account agreement with Osaic Wealth. The brokerage commissions charged by Osaic Wealth may be higher or lower than those charged by other broker-dealers. We do not charge an advisory fee on the same assets for which its advisory representatives receive commissions. First and foremost, our objective as a firm is to place nothing before the best interests of our clients. However, a conflict of interest exists to the extent that advisory representatives can recommend the purchase of securities where they receive commissions or other additional compensation as a result. The potential receipt of commissions provides an incentive for advisory representatives to recommend investment products based on compensation they will receive from selling such products, rather than on the client’s needs. We do not allow advisors to earn a commission on products that are included within our advisory accounts. We take the following steps to mitigate the possibility that the advisory representatives will recommend an investment product based on potential commission rather than on the client’s needs: we address the inherent conflicts as noted in the paragraph above, by disclosing them to you in this Brochure and disclosure 12  is made to the client at the time a brokerage account is opened through Osaic Wealth, identifying the nature of the transaction or relationship, the role to be played by Osaic Wealth and the advisory representative, individually, and any compensation (e.g. commissions) to be paid by the client. Additional information It is important to note that for all asset management services, our firm will assess advisory fees on all assets held in client accounts including cash and cash equivalents. Item 6. Performance-Based Fees and Side-by-Side Management We do not provide any services for performance-based fees. Performance-based fees are those based on a share of capital gains on or capital appreciation of the assets of a client. Item 7. Types of Clients The types of clients we provide our services to include; individuals, high net worth individuals, pension and profit-sharing plans, trusts, estates and charitable organizations. Minimum account requirements Generally our firm does not have a minimum requirement for our services, however, for the Institutional Intelligent Portfolios®, clients eligible to enroll in the Program include individuals, IRAs, and revocable living trusts. Clients that are organizations (such as corporations and partnerships) or government entities, and clients that are subject to the Employee Retirement Income Security Act of 1974, are not eligible for the Program. The minimum investment required to open an account in the Program is $5,000. The Program Disclosure Brochure describes related minimum required account balances for maintenance of the account, automatic rebalancing, and tax-loss harvesting. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss As stated previously, our decentralized business model includes advisory representatives located throughout the United States. These advisory representatives each determine their own investment strategies to follow when managing client accounts. The following provides information regarding the methods of analysis and investment strategies that may be used by our advisory representatives. Methods of Analysis Fundamental analysis involves the fundamental financial condition and competitive position of a company. We will analyze the financial condition, capabilities of management, earnings, new products and services, as well as the company’s markets and position amongst its competitors in order to determine the recommendations made to clients. The primary risk in using fundamental analysis is that while the overall health and position of a company may be good, market conditions may negatively impact the security. Technical analysis involves the analysis of past market data rather than specific company data in determining the recommendations made to clients. Technical analysis may involve the use of charts to 13  identify market patterns and trends which may be based on investor sentiment rather than the fundamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that we will be able to accurately predict such a reoccurrence. Cyclical analysis is similar to technical analysis in that it involves the analysis of market conditions at a macro (entire market/economy) or micro (company specific) level, rather than the overall fundamental analysis of the health of the particular company that we are recommending. The risks with cyclical analysis are similar to those of technical analysis. Investment Strategies Our philosophy represents an evolution of investment thought that moves beyond simple “Buy and Hold” and basic Asset Allocation to that of Strategy Diversification. It focuses more directly on how investments interact and relate to each other, looking closely at how investments are managed, how they seek to gain their returns, how they address risk exposures, and perhaps most importantly, what their correlations are to one another. We believe that Strategy Diversification can more effectively address portfolio volatility than basic Asset Allocation across stock and bond asset classes by utilizing strategies with defensive mechanisms, and low or uncorrelated strategies that have return characteristics unrelated to the stock and bond markets. Strategy Diversification is designed to recognize that investments have different characteristics to achieve return and address risk. By diversifying and actively allocating across these various strategies, we strive to build portfolios to address each client’s long-term financial plan with more consistent returns and lower portfolio volatility. With respect to our Retirement Plan Consulting Services, we strive to recommend diversified investment alternatives that plan sponsors may consider for investment or to make available to participants. Asset Classes We Use Bond Funds: A fund that invests in bonds, or other debt securities. Bond funds can be contrasted with stock funds and money funds. Bond funds typically pay periodic dividends that include interest payments on the fund's underlying securities plus periodic realized capital appreciation. Bond funds typically pay higher dividends than a certificate of deposit (“CD”) and money market accounts. Most bond funds pay out dividends more frequently than individual bonds. Bond Funds can be classified by their primary underlying assets: (a) Government: Government bonds are considered safest, since a government can always "print more money" to pay its debt. In the United States, these are United States Treasury securities or Treasuries. Due to the safety, the yields are typically low.; (b) Agency: In the United States, these are bonds issued by government agencies such as the Government National Mortgage Association (Ginnie Mae), Federal Home Loan Mortgage Corp. (Freddie Mac), and 14  Federal National Mortgage Association (Fannie Mae).; (c) Municipal: Bonds issued by state and local governments and agencies are subject to certain tax preferences and are typically exempt from federal taxes. In some cases, these bonds are even exempt from state or local taxes.; and (d) Corporate: Bonds are issued by corporations. All corporate bonds are guaranteed by the borrowing (issuing) company, and the risk depends on the company's ability to pay the loan at maturity. Some bond funds specialize in high- yield securities (junk bonds), which are corporate bonds carrying a higher risk, due to the potential inability of the issuer to repay the bond. Bond funds specializing in junk bonds – also known as "below investment- grade bonds" – pay higher dividends than other bond funds, with the dividend return correlating approximately with the risk. Bond funds may also be classified by factors such as type of yield (high income) or term (short, medium, long) or some other specialty such as zero-coupon bonds, international bonds, multisector bonds or convertible bonds. Fund managers provide dedicated management and save the individual investor from researching issuer creditworthiness, maturity, price, face value, coupon rate, yield, and countless other factors that affect bond investing. Bond funds invest in many individual bonds, so that even a relatively small investment is diversified—and when an underperforming bond is just one of many bonds in a fund, its negative impact on an investor's overall portfolio is lessened. In a fund, income from all bonds can be reinvested automatically and consistently added to the value of the fund. Investors can sell shares in a bond fund at any time without regard to bond maturities. Bond funds typically charge a fee, often as a percentage of the total investment amount. This fee is not applicable to individually held bonds. Bond fund dividend payments may not be fixed as with the interest payments of an individually held bond, leading to potential fluctuation of the value of dividend payments. The net asset value (“NAV”) of a bond fund may change over time, unlike an individual bond in which the total issue price will be returned upon maturity (provided the bond issuer does not default). Cash & Cash Equivalents: Cash and cash equivalents generally refer to either United States dollars or highly liquid short-term debt instruments such as, but not limited to, treasury bills, bank CD’s and commercial papers. Generally, these assets are considered nonproductive and will be exposed to inflation risk and considerable opportunity cost risk. Investments in cash and cash equivalents will generally return less than the advisory fee charged by our firm. Debt Securities (Bonds): Issuers use debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero-coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. Bonds with longer rates of maturity tend to have greater interest rate risks. 15  Certain additional risk factors relating to debt securities include: (a) When interest rates are declining, investors have to reinvest their interest income and any return of principal, whether scheduled or unscheduled, at lower prevailing rates.; (b) Inflation causes tomorrow’s dollar to be worth less than today’s; in other words, it reduces the purchasing power of a bond investor’s future interest payments and principal, collectively known as “cash flows.” Inflation also leads to higher interest rates, which in turn leads to lower bond prices.; (c) Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. Investors can also expect periods of economic change and uncertainty, which can result in increased volatility of market prices and yields of certain debt securities. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. (d) Debt securities may contain redemption or call provisions entitling their issuers to redeem them at a specified price on a date prior to maturity. If an issuer exercises these provisions in a lower interest rate market, the account would have to replace the security with a lower yielding security, resulting in decreased income to investors. Usually, a bond is called at or close to par value. This subjects investors that paid a premium for their bond risk of lost principal. In reality, prices of callable bonds are unlikely to move much above the call price if lower interest rates make the bond likely to be called.; (e) If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, the account may incur losses or expenses in seeking recovery of amounts owed to it.; (f) There may be little trading in the secondary market for particular debt securities, which may affect adversely the account's ability to value accurately or dispose of such debt securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of debt securities. Our firm attempts to reduce the risks described above through diversification of the client’s portfolio and by credit analysis of each issuer, as well as by monitoring broad economic trends and corporate and legislative developments, but there can be no assurance that our firm will be successful in doing so. Credit ratings for debt securities provided by rating agencies reflect an evaluation of the safety of principal and interest payments, not market value risk. The rating of an issuer is a rating agency's view of past and future potential developments related to the issuer and may not necessarily reflect actual outcomes. There can be a lag between the time of developments relating to an issuer and the time a rating is assigned and updated. Exchange Traded Funds (“ETFs”): An ETF is a type of Investment Company (usually, an open-end fund or unit investment trust) whose primary objective is to achieve the same return as a particular market index. The vast majority of ETFs are designed to track an index, so their performance is close to that of an index mutual fund, but they are not exact duplicates. A tracking error, or the difference between the returns of a fund and the returns of the index, can arise due to differences in composition, management fees, expenses, and handling of dividends. ETFs benefit from continuous pricing; they can be bought and sold on a stock exchange throughout the trading day. Because ETFs trade like stocks, you can place orders just like with individual stocks - such as limit orders, good-until-canceled orders, stop loss orders etc. They can also be 16  sold short. Traditional mutual funds are bought and redeemed based on their net asset values (“NAV”) at the end of the day. ETFs are bought and sold at the market prices on the exchanges, which resemble the underlying NAV but are independent of it. However, arbitrageurs will ensure that ETF prices are kept very close to the NAV of the underlying securities. Although an investor can buy as few as one share of an ETF, most buy in board lots. Anything bought in less than a board lot will increase the cost to the investor. Anyone can buy any ETF no matter where in the world it trades. This provides a benefit over mutual funds, which generally can only be bought in the country in which they are registered. One of the main features of ETFs are their low annual fees, especially when compared to traditional mutual funds. The passive nature of index investing, reduced marketing, and distribution and accounting expenses all contribute to the lower fees. However, individual investors must pay a brokerage commission to purchase and sell ETF shares; for those investors who trade frequently, this can significantly increase the cost of investing in ETFs. That said, with the advent of low-cost brokerage fees, small or frequent purchases of ETFs are becoming more cost efficient. Individual Stocks: A common stock is a security that represents ownership in a corporation. Holders of common stock exercise control by electing a board of directors and voting on corporate policy. Investing in individual common stocks provides us with more control of what you are invested in and when that investment is made. Having the ability to decide when to buy or sell helps us time the taking of gains or losses. Common stocks, however, bear a greater amount of risk when compared to certificate of deposits, preferred stock and bonds. It is typically more difficult to achieve diversification when investing in individual common stocks. Additionally, common stockholders are on the bottom of the priority ladder for ownership structure; if a company goes bankrupt, the common stockholders do not receive their money until the creditors and preferred shareholders have received their respective share of the leftover assets. Risk of Loss Mutual Funds and Exchange Traded Funds (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”). The per-share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV 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 17  of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to 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 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 50,000 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. Market Risks The profitability of a significant portion of our recommendations or selections may depend to a great extent upon correctly assessing the future course of price movements of various securities in which it invests. There can be no assurance that we will be able to predict those price movements accurately. Management through Similarly Managed Accounts For most clients, we generally manage portfolios by allocating portfolio assets among various mutual funds/ securities on a discretionary basis using one or more of its proprietary investment strategies (collectively referred to as “investment strategy”). In so doing, we buy, sell, exchange and/or transfer shares of mutual funds, ETFs and other securities based upon the investment strategy. Our management using the investment strategy complies with the requirements of Rule 3a-4 of the Investment Company Act of 1940, as amended. Rule 3a-4 provides similarly managed accounts, such as the investment strategy, with a safe harbor from the definition of an investment company. The investment strategy may involve an above-average portfolio turnover that could negatively impact the net after-tax gain experienced by an individual client. Securities in the investment strategy are usually exchanged and/or transferred without regard to a client’s individual tax ramifications. Certain investment opportunities that become available to clients may be limited. As further discussed in response to Item 12B (below), we allocate investment opportunities among clients on a fair and equitable basis. Margin Loans Our firm may allow or recommend that you pledge securities from your portfolio as collateral for a loan by using margin in brokerage account. This allows you to own more stock than you would be able to with your available cash. Margin accounts and transactions are risky and not necessarily appropriate for every client. 18  Options Options allow investors to buy or sell a security at a contracted “strike” price (not necessarily the current market price) at or within a specific period of time. Clients may pay or collect a premium for buying or selling an option. Investors transact in options to either hedge (limit) losses in an attempt to reduce risk or to speculate on the performance of the underlying securities. Options transactions contain a number of inherent risks, including the partial or total loss of principal in the event that the value of the underlying security or index does not increase/decrease to the level of the respective strike price. Holders of options contracts are also subject to default by the option writer which may be unwilling or unable to perform its contractual obligations. Alternative Investments Hedge funds, commodity pools, Real Estate Investment Trusts (“REITs”), Business Development Companies (“BDCs”), and other alternative investments involve a high degree of risk and can be illiquid due to restrictions on transfer and lack of a secondary trading market. They can be highly leveraged, speculative, and volatile, and an investor could lose all or a substantial amount of an investment. Alternative investments may lack transparency as to share price, valuation, and portfolio holdings. Complex tax structures often result in delayed tax reporting. Compared to mutual funds, hedge funds and commodity pools are subject to less regulation and often charge higher fees and may require “capital calls” which would require additional investment. Alternative investment managers typically exercise broad investment discretion and may apply similar strategies across multiple investment vehicles, resulting in less diversification. General Risk of Loss Investing in securities involves the risk of loss. Clients should be prepared to bear such losses. Item 9. Disciplinary Information We are required to disclose the facts of any legal or disciplinary events that are material to a client’s evaluation of our advisory business or the integrity of our management. We do not have any required disclosures to add to this Item. Item 10. Other Financial Industry Activities and Affiliations We are required to disclose any relationship or arrangement that is material to our advisory business or to our clients with certain related persons. Affiliate Registered Investment Adviser Certain of the firm’s indirect owners are also owners of WealthPLAN Investment Management LLC (WPIM) a separate SEC registered Investment Adviser. A conflict of interest exists as there is an incentive to recommend the services of WPIM in order to increase their compensation. Specifically, we recommend the 19  use WPIM models in certain client accounts. In order to mitigate this conflict of interest, all representatives of WealthPLAN Partners, LLC will follow their fiduciary duty and act in the client’s best interest. Receipt of Securities Commission We participate in Osaic Wealth’s hybrid RIA program and our investment advisory representatives are also registered representatives of Osaic Wealth’s Broker Dealer. In such capacity, these advisory representatives may receive commissions for recommending the purchase or sale of securities. As a result of this relationship, Osaic Wealth may have access to certain confidential information (e.g., financial information, investment objectives, transactions, and holdings) about our clients, even if the client does not establish any account through Osaic Wealth. Any client who would like a copy of the Osaic Wealth privacy policy may contact the firm. Registered Representatives of a Broker Dealer As mentioned above, representatives of our firm are registered representatives of Osaic Wealth, Inc. member FINRA/SIPC, and licensed insurance agents. Through certain transactions they may receive normal and customary commissions. A conflict of interest exists as these commissionable securities sales create an incentive to recommend products based on the compensation earned. To mitigate this potential conflict, our firm will act in the client’s best interest. Receipt of Insurance Commission Certain of the firm’s advisory representatives, in their individual capacities, are also licensed insurance agents with various insurance companies, and in such capacity, may recommend, on a fully-disclosed commission basis, the purchase of certain insurance products. Although we do not sell such insurance products to our investment advisory clients, we do permit the advisory representatives, in their individual capacities as licensed insurance agents, to sell insurance products to our investment advisory clients. A conflict of interest exists to the extent that we recommend the purchase of insurance products where its advisory representatives receive insurance commissions or other additional compensation. Receipt of LPL Shares Our prior Broker Dealer was LPL Financial. LPL’s parent company, LPL Investment Holdings, Inc., is a publicly traded company with shares listed on The NASDAQ Global Select Market under the trading symbol “LPLA”. Certain advisory representatives of WPP are shareholders and/or option holders of LPLA. Other Financial Industry Activities Representatives of our firm are Certified Public Accountants. In such capacity, they also provide income tax preparation or accounting services. These services are independent of our financial planning and investment advisory services and are governed under a separate engagement agreement. 20  Item 11. Code of Ethics We recognize that the personal investment transactions of the associated persons of the firm necessitates the implementation and strict adherence to a robust set of values, or Code of Ethics. The firm has adopted such a Code that sets forth the standards of conduct expected of its associated persons and requires compliance with applicable securities laws (“Code of Ethics”). In accordance with Section 204A of the Investment Advisers Act of 1940 (the “Advisers Act”), its Code of Ethics contains written policies reasonably designed to prevent the unlawful use of material non-public information by the firm or any of its associated persons. The Code of Ethics also requires that certain of firm personnel (called “Access Persons”) report their personal securities holdings and transactions and obtain pre-approval of certain investments such as initial public offerings and limited offerings. Unless specifically permitted in the firm’s Code of Ethics, none of our Access Persons may effect for themselves or for their immediate family (i.e., spouse, minor children, and adults living in the same household as the Access Person) any transactions in a security which is being actively purchased or sold on behalf of any of WPP’s clients. When the firm is purchasing or considering for purchase any security on behalf of a client, no Access Person may effect a transaction in that security prior to the completion of the purchase or until a decision has been made not to purchase such security. Similarly, when the firm is selling or considering the sale of any security on behalf of a client, no Access Person may effect a transaction in that security prior to the completion of the sale or until a decision has been made not to sell such security. 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 us to request a copy of our Code of Ethics. Item 12. Brokerage Practices At the current time we generally require clients to select and direct either Charles Schwab & Co. “Schwab”, member FINRA/SIPC. From time to time our firm may also require clients to select and direct either National Financial Services, LLC (NFS) or Pershing, LLC (Pershing) as the broker/dealers and/or custodians to execute transactions for investment management accounts. While we believe that these custodians have execution procedures that are designed to obtain the best execution possible, there can be no assurance that best execution will be obtained. Clients should understand that not all advisors require their clients to direct advisory business to a specific firm. By directing all of client’s advisory business to Schwab, NFS or Pershing those clients may be unable to achieve the most favorable execution for certain transactions. Therefore, it is possible that directed advisory business may cost clients more money. 21  Factors which we consider in recommending a broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research, and service. The commissions and/or transaction fees charged by Osaic Wealth or Schwab may be higher or lower than those charged by other financial institutions. We receive support services and/or products from Osaic Wealth, Schwab, NFS and/or Pershing, many of which assist us to better monitor and service accounts. These support services and/or products may be received without cost, at a discount, and/or at a negotiated rate, and may include the following: investment-related research • • pricing information and market data software and other technology that provide access to client account data • compliance and/or practice management-related programs and publications • consulting services • • attendance at conferences, meetings, and other educational and/or social events • marketing support transition assistance for new advisory representatives • • electronic communication network • duplicate client confirmations and statements computer hardware and/or software • • other products and services used by WPP in the furtherance of its investment advisory business These support services noted above are provided to the firm based on the overall relationship between our firm and Osaic Wealth, Schwab, NFS and/or Pershing. It is not the result of soft dollar arrangements or any other express arrangements that involves the execution of client transactions as a condition to the receipt of services. We will continue to receive the above services regardless of the volume of client transactions executed with Osaic Wealth, Schwab, NFS and/or Pershing. Clients do not pay more for services as a result of this arrangement. There is no corresponding commitment made by our firm to Osaic Wealth, Schwab, NFS and/or Pershing, or any other entity to invest any specific amount or percentage of client assets in any specific securities as a result of the above. Please note, however, that Osaic Wealth has provided the firm with a loan to assist us with our business operation and expansion plans. This loan may be forgiven by Osaic Wealth based on the scope of business we engage in with Osaic Wealth, including the amount of our client assets retained at Osaic Wealth. In particular, Osaic Wealth may require that the firm maintain a specified level of client assets with Osaic Wealth and that we use reasonable efforts to use Osaic Wealth as the Broker Dealer of new client assets. We also receive the following types of compensation from Osaic Wealth: • Reimbursements for marketing related expenses. The marketing-related activities may include, but are not necessarily limited to, brochures, website design services, business cards, letterhead, and other marketing collateral. 22  • Reimbursements for technology costs. The technology costs may include, but are not necessarily limited to, purchases of hardware, purchases of software, implementation, and training for new systems. • Payments for transitioning new advisory representatives to the firm. The monetary assistance may be in the form of upfront cash, or forgivable or non-forgivable loan(s). These arrangements present conflicts of interest in that the firm has a financial incentive to recommend that you maintain your account with Osaic Wealth to have the loan forgiven or to continue to receive certain cost reimbursements. However, to the extent we recommend you use Osaic Wealth for services, it is because we believe that it is the client’s best interest to do so based on the quality and pricing of the execution, benefits of an integrated platform for brokerage and advisory accounts, and other services provided by Osaic Wealth. The commissions paid by brokerage clients comply with WPP’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualified Financial Institution might charge to affect the same transaction where we determine 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 lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a financial institution’s services, including among others, the value of research provided, execution capability, commission rates, and responsiveness. We seek competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. We periodically and systematically review our policies and procedures regarding the recommendation of Schwab in light of our duty to obtain best execution. Transactions for each client generally will be affected independently, unless we decide to purchase or sell the same securities for several clients at approximately the same time. We may (but are not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates, or to allocate equitably among our 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 generally be averaged as to price and allocated among our clients’ pro rata to the purchase and sale orders placed for each client on any given day. To the extent that we determine to aggregate client orders for the purchase or sale of securities, including securities in which our advisory representatives may invest, we will do 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. We do 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 may 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 23  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, we 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 allocated to one or more accounts on a random basis. Custody & Brokerage Costs Schwab generally does not charge a separate for custody services, but is compensated by charging commissions or other fees to clients on trades that are executed or that settle into the Schwab account. In addition to commissions or asset-based fees, Schwab charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that our firm has executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into a Schwab account. These fees are in addition to the commissions or other compensation paid to the executing broker-dealer. Because of this, to minimize client trading costs, our firm has Schwab execute most trades for the accounts. Products and Services Available to Us From our Custodians Schwab Advisor Services (formerly called Schwab Institutional) is Schwab’s business serving independent investment advisory firms like us. They provide us and our clients with access to its institutional brokerage – trading, custody, reporting and related services – many of which are not typically available to Schwab retail customers. 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. Here is a more detailed description of Schwab’s support services: Services that Benefit You. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. Services that May Indirectly Benefit You. Schwab also makes available to us other products and services that benefit us but may not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or some substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: 24  • provide access to client account data (such as duplicate trade confirmations and account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; • • provide pricing and other market data; facilitate payment of our fees from our clients’ accounts; and • • assist with back-office functions, recordkeeping and client reporting. Services that Generally Benefit Our Firm. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • educational conferences and events technology, compliance, legal, and business consulting; • • publications and conferences on practice management and business succession; and • access to employee benefits providers, human capital consultants and insurance providers. Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third-party’s fees. Schwab may also provide us with other benefits such as occasional business entertainment of our personnel. We do not use client brokerage commissions to obtain research or other products or services. The aforementioned research and brokerage services are used by our firm to manage accounts for which we have investment discretion. Without this arrangement, our firm might be compelled to purchase the same or similar services at our own expense. As a result of receiving these services, we may have an incentive to continue to use or expand the use of Schwab services. Our firm examined this potential conflict of interest when we chose to enter into the relationship with Schwab and we have determined that the relationship is in the best interest of our firm’s clients and satisfies our fiduciary obligations, including our duty to seek best execution. Schwab charges brokerage commissions and transaction fees for effecting certain securities transactions (i.e., transaction fees are charged for certain no-load mutual funds, commissions are charged for debt securities transactions). Schwab enables us to obtain many no-load mutual funds without transaction charges and other no-load funds at nominal transaction charges. Schwab commission rates are generally discounted from customary retail commission rates. However, the commission and transaction fees charged by Schwab may be higher or lower than those charged by other custodians and broker-dealers. Our Interest in Schwab’s Services. The availability of these services from Schwab benefits our firm because our firm does not have to produce or purchase them. Our firm does not have to pay for these services, and they are not contingent upon committing any specific amount of business to Schwab in trading commissions or assets in custody. 25  In light of our arrangements with Schwab, a conflict of interest exists as our firm may have incentive to require that clients maintain their accounts with Schwab based on our interest in receiving Schwab’s services that benefit our firm rather than based on client interest in receiving the best value in custody services and the most favorable execution of transactions. As part of our fiduciary duty to our clients, our firm will endeavor at all times to put the interests of our clients first. Clients should be aware, however, that the receipt of economic benefits by our firm or our related persons creates a potential conflict of interest and may indirectly influence our firm’s choice of Schwab as a custodial recommendation. Our firm examined this potential conflict of interest when our firm chose to recommend Schwab and have determined that the recommendation is in the best interest of our firm’s clients and satisfies our fiduciary obligations, including our duty to seek best execution. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker- dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Although our firm will seek competitive rates, to the benefit of all clients, our firm may not necessarily obtain the lowest possible commission rates for specific client account transactions. Our firm believes that the selection of Schwab as a custodian and broker is the best interest of our clients. It is primarily supported by the scope, quality, and price of Schwab’s services, and not Schwab’s services that only benefit our firm. Orion Portfolio Solutions: We also receive non-cash compensation from Orion Portfolio Solutions as further described in Item 14 below. Commissions or Sales Charges for Recommendations of Securities As discussed above, our advisory representatives in their respective individual capacities are registered representatives of Osaic Wealth. These advisory representatives are subject to FINRA Rules which restricts registered representatives from conducting securities transactions away from their broker-dealer unless Osaic Wealth provides written consent. Therefore, clients are advised that certain advisory representatives may be restricted to conducting securities transactions through Osaic Wealth unless they first secure written consent from Osaic Wealth to execute securities transactions though a different broker- dealer. Absent such written consent or separation from Osaic Wealth, these advisory representatives are prohibited from executing securities transactions through any broker-dealer other than Osaic Wealth under their internal supervisory policies. WPP receives approval from Osaic Wealth for each account held in custody at Schwab. The firm is also cognizant of its duty to obtain best execution from all execution sources and has implemented policies and procedures reasonably designed in such pursuit. 26  Item 13. Review of Accounts For those clients to whom we provide investment management services, variable annuity management services or participate in the Schwab Institutional Investment Portfolios® program, the firm monitors those portfolios as part of an ongoing process while regular account reviews are conducted periodically as needed but at least annually. For those clients to whom we provide financial planning and/or consulting services, reviews are conducted according to the schedules set forth by the Essential, Intermediate and Premier levels of service. Such reviews are conducted by one of our investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals, and objectives with us and to keep us informed of any changes thereto. We contact ongoing investment advisory clients at least annually to review our previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Unless otherwise agreed upon, clients are provided with transaction confirmation notices and regular summary account statements directly from the custodian for the client accounts. Clients receiving investment management services will also receive a quarterly performance report issued either by the firm or the selected custodian on behalf of the firm. Those clients to whom we provide financial planning services may receive the results of such analysis or review verbally, in a written financial plan or analysis, or delivered via online access to a financial planning or analysis tool. For Retirement Plan Consulting Services, plan sponsors receive a quarterly report from the firm regarding information on plan holdings. The report may contain some or all of the following elements, among others, as agreed upon between the plan sponsor and the firm; investment performance, changes in fund management or practices, benchmarking to a peer group and market indices, and potential concerns for plan holdings. Item 14. Client Referrals and Other Compensation We are required to disclose any relationship or arrangement where we receive an economic benefit from a third-party (non-client) for providing advisory services. In addition, we are required to disclose any direct or indirect compensation that we provide for client referrals. Other Compensation Osaic Wealth As a result of our relationship with Osaic Wealth, we may receive production bonuses, stock or stock options to purchase shares of their parent company, and other things of value such as free or reduced-cost attendance at their national sales conference or top producer forums and events. Such compensation may be based on overall business produced and/or the amount of assets serviced through Osaic Wealth. Thus, there is a financial incentive for us to recommend that you select Osaic Wealth as the custodian for your 27  investment management account so that we will be compensated. We take our responsibilities to clients very seriously and we will only recommend that clients hire us for management services if we believe it is appropriate and, in the client’s, best interests. In addition, we may receive an economic benefit from Osaic Wealth in the form of a loan, which is forgiven if we meet certain conditions in terms of maintaining a relationship with Osaic Wealth. We may also receive payments from Osaic Wealth to reimburse for marketing related expenses, technology costs, and to pay for transitioning new advisory representatives to the firm. Please see detailed discussion of the conditions and potential conflicts of interest in Item 12 Brokerage Practices. Schwab Our firm receives economic benefit from Schwab in the form of the support products and services made available to our firm 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 above (see Item 12 – Brokerage Practices). The availability of Schwab’s products and services is not based on our firm giving particular investment advice, such as buying particular securities for our clients. WPP receives client referrals from Charles Schwab & Co., Inc. (“Schwab”) through WPP’s participation in Schwab Advisor Network ® (“the Service”). The Service is designed to help investors find an independent investment advisor. Schwab is a broker-dealer independent of and unaffiliated with WPP. Schwab does not supervise Advisor and has no responsibility for WPP’s management of clients’ portfolios or Advisor’s other advice or services. WPP pays Schwab fees to receive client referrals through the Service. WPP’s participation in the Service raises potential conflicts of interest described below. WPP pays Schwab a Participation Fee on all referred clients’ accounts that are maintained in custody at Schwab and a separate one-time Transfer Fee on all accounts that are transferred to another custodian. The Transfer Fee creates a conflict of interest that encourages WPP to recommend that client accounts be held in custody at Schwab. The Participation Fee paid by WPP is a percentage of the value of the assets in the client’s account. WPP pays Schwab the Participation Fee for so long as the referred client’s account remains in custody at Schwab. The Participation Fee and any Transfer fee is paid by WPP and not by the client. WPP has agreed not to charge clients referred through the Service fees or costs greater than the fees or costs WPP charges clients with similar portfolios who were not referred through the Service. The Participation and Transfer Fees are based on assets in accounts of WPP’s clients who were referred by Schwab and those referred clients’ family members living in the same household. Thus, WPP will have incentives to recommend that client accounts and household members of clients referred through the Service maintain custody of their accounts at Schwab. 28  Orion Portfolio Solutions: Orion Portfolio Solutions, LLC (“OPS”) offers an Elite Advisor Network program (the “Program”) in which qualifying advisors receive noncash benefits from OPS designed to help better serve their clients and enhance their business practices. These noncash benefits are generally based on two factors:1) the amount of client assets under management that the qualifying advisor recommends be managed by or through OPS and 2) participation by the qualifying advisor in “qualifying factors” including attending marketing events hosted or sponsored by OPS. Benefits that advisors receive through the OPS Program vary by tier, but may include, but are not limited to: enhanced training for the advisor and his or her staff, access to OPS’s staff, enhanced client application processing and handling, business transition services, marketing support, increased discounts on value-added technology services, expense reimbursement for travel to and attendance at approved OPS events, and access to other approved OPS sponsored functions. Even though qualifying advisors do not receive additional cash compensation directly from OPS through the Program, qualifying advisors may have an incentive to refer clients to invest with OPS so that they may qualify or requalify for the Program. Client Referrals In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm provides cash or non- cash compensation directly or indirectly to unaffiliated persons for testimonials or endorsements (which include client referrals). Such compensation arrangements will not result in higher costs to the referred client. In this regard, our firm maintains a written agreement with each unaffiliated person that is compensated for testimonials or endorsements in an aggregate amount of $1,000 or more (or the equivalent value in non-cash compensation) over a trailing 12-month period in compliance with Rule 206 (4)-1 of the Investment Advisers Act of 1940 and applicable state and federal laws. The following information will be disclosed clearly and prominently to referred prospective clients at the time of each testimonial or endorsement: • Whether or not the unaffiliated person is a current client of our firm, • A description of the cash or non-cash compensation provided directly or indirectly by our firm to the unaffiliated person in exchange for the referral, if applicable, and • A brief statement of any material conflicts of interest on the part of the unaffiliated person giving the referral resulting from our firm’s relationship with such unaffiliated person. In cases where state law requires licensure of solicitors, our firm ensures that no solicitation fees are paid unless the solicitor is registered as an investment adviser representative of our firm. If our firm is paying solicitation fees to another registered investment adviser, the licensure of individuals is the other firm’s responsibility. Item 15. Custody We do not maintain physical custody of client funds or securities. Custody for investment management accounts is maintained by either, Schwab, NFS and/or Pershing. You will receive account statements 29  directly from your custodian at least quarterly. We encourage you to carefully review these statements upon receipt. In addition, we will provide you with a quarterly performance report. This performance report does not take the place of official statements that you receive from the account’s custodian. Direct Fee Debiting We will not have access to client funds or securities with the exception of having advisory fees deducted from client accounts and paid to us by the custodian. Any fee deductions will be done pursuant to client’s written authorization provided to the custodian. Standing Letters of Authorization for Third Party Money Movements The SEC issued a no‐action letter (“Letter”) with respect to the Rule 206(4)‐2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client funds to a third-party under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our firm has adopted the following safeguards in conjunction with our custodians: • The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third-party’s name, and either the third-party’s address or the third-party’s account number at a custodian to which the transfer should be directed. • The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third-party either on a specified schedule or from time to time. • The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. • The client has the ability to terminate or change the instruction to the client’s qualified custodian. • The investment adviser has no authority or ability to designate or change the identity of the third-party, the address, or any other information about the third-party contained in the client’s instruction. • The investment adviser maintains records showing that the third-party is not a related party of the investment adviser or located at the same address as the investment adviser. • The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. • Pontera® Our firm has entered into an agreement with Pontera®, a platform allowing our firm to manage accounts held away from our recommend custodian without obtaining client login information and as such avoiding custody. Information about the fees associated with this platform is disclosed in Item 5 of this brochure. Clients are encouraged to raise any questions with us about the custody, safety or security of their assets and our custodial recommendations. 30  Item 16. Investment Discretion We accept the authority to exercise discretion on behalf of clients. We are considered to exercise investment discretion over a client’s account if it can affect transactions for the client without first having to seek the client’s consent. Our clients must sign a discretionary investment advisory agreement for our firm to manage their accounts on a discretionary basis. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). The firm will exercise discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; and • When transactions are made. The firm will in certain cases exercise discretionary authority when providing Retirement Plan Consulting Services. Item 17. Voting Client Securities We do not and will not accept the proxy authority to vote client securities. Clients retain the right to vote all proxies. Proxy information for any securities which are held in your accounts will be sent to you by the account’s custodian. We will not be providing you with this information. However, if you have any questions about a particular situation, you may contact us for general information. Item 18. Financial Information We do not require, nor do we solicit the prepayment of more than $1,200 in fees per client, six months or more in advance when providing advisory services. As a result, we are not required to include a financial statement with this brochure. WPP is not and has never been the subject of a bankruptcy petition. 31