WMG FINANCIAL ADVISORS, LLC

WMG FINANCIAL ADVISORS, LLC Firm Brochure - Form ADV Part 2A Item 1: Cover Page This brochure provides information about the qualifications and business practices of WMG Financial Advisors, LLC. If you have any questions about the contents of this brochure, please contact us at (865) 290-4000 or by email at: edwan@wmgfa.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about WMG Financial Advisors, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. WMG Financial Advisors, LLC’s CRD number is: 285824. 620 Mabry Hood Road, Suite 101 Knoxville, TN 37932 (865) 290-4000 edwan@wmgfa.com https://www.wmgfa.com Registration does not imply a certain level of skill or training. Version Date: 01/29/2026 i  Item 2: Material Changes The material changes in this brochure from the last annual updating amendment of WMG Financial Advisors, LLC on 03/18/2025 are described below. Material changes relate to WMG Financial Advisors, LLC’s policies, practices or conflicts of interests. • WMG has removed Roger Dale Davis and Rae Denise Haulk Davis. (Item 10.C) • WMG has updated Advisory Business and Methods of Analysis, Investment Strategies, & Risk of Loss (Item 4 and 8). • WMG has updated Outside Business Activities. (Item 10.C) ii  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 Retirement Plan Consulting Services ......................................................................................................................................................... 4 Financial Planning ............................................................................................................................................................................................. 6 Financial Institution Consulting Services .................................................................................................................................................................................................6 Selection of Other Advisers ............................................................................................................................................................................ 6 Services Limited to Specific Types of Investments ................................................................................................................................ 6 Item 5: Fees and Compensation ............................................................................................ 7 Written Acknowledgement of Fiduciary Status ..................................................................................................................................... 6 Item 6: Performance-Based Fees and Side-By-Side Management .................................. 9 Item 7: Types of Clients .......................................................................................................... 9 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ............................ 10 Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a Item 9: Disciplinary Information ........................................................................................ 12 client, should be prepared to bear ....................................................................................................................................................... 10 Item 10: Other Financial Industry Activities and Affiliations ....................................... 12 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Other Outside Business Activities ........................................................................................................................................................ 13 Personal Trading .................................................................................................................... 14 Item 12: Brokerage Practices ................................................................................................ 15 1. Research and Other Soft-Dollar Benefits ...................................................................................................................................... 15 Brokerage for Client Referrals .......................................................................................................................................................... 16 2. Item 13: Review of Accounts ................................................................................................ 17 3. Clients Directing Which Broker/Dealer/Custodian to Use.................................................................................................... 16 Item 14: Client Referrals and Other Compensation ........................................................ 18 Item 15: Custody .................................................................................................................... 19 Item 16: Investment Discretion ........................................................................................... 20 3  Item 17: Voting Client Securities (Proxy Voting) ............................................................. 20 Item 18: Financial Information ............................................................................................ 20 4  Item 4: Advisory Business : A. Description of Services “ ” WMG WMG Financial Advisors, LLC (hereinafter ) is a Limited Liability Company organized in the State of Tennessee. The firm was formed in December 2004, and the principal owner is Dieter William B. Types of Advisory Services Bergner. Portfolio Management Services WMG offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. WMG creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels Portfolio management services include, but are not limited to, the following: Investment strategy • Personal investment policy • Asset allocation • Asset selection • Risk tolerance • Regular portfolio monitoring • WMG evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. WMG seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of WMG’s economic, investment or other financial interests. To meet its fiduciary obligations, WMG attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and, accordingly, WMG’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is WMG’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent that might have a limited supply, among its Retirement Plan Consulting Services clients on a fair and equitable basis over time. • WMG offers consulting services retirement plans (including but not limited to 401(k) plans and Cash Balance plans). Retirement plan consulting may include, but is not limited to: • Identifying investment objectives and restrictions • Providing guidance on various assets classes and investment options Recommending platforms to manage plan assets in ways designed to achieve objectives • • Monitoring performance of investment options Recommending other service providers such as third-party administrators These services are based on the goals, objectives, demographics, time horizon, and/or risk tolerance of the plan and its participants. 5  Financial Planning Financial plans and financial planning may include but are not limited to: investment planning; life Financial Institution Consulting Services insurance; tax concerns; retirement planning; college planning; and debt/credit planning. WMG provides investment consulting services to certain broker/dealers’ customers (“Brokerage Customers”) who provide written consent requesting to receive the firm’s consulting services. Brokerage Selection of Other Advisers Customers have entered into a written advisory agreement with WMG. WMG may direct clients to third-party investment advisers. Before selecting other advisers for clients, WMG will verify that all recommended advisers are properly licensed, notice filed, or Services Limited to Specific Types of Investments exempt in the states where WMG is recommending the adviser to clients. WMG generally limits its investment advice to mutual funds, fixed income securities, real estate funds (including REITs), insurance products including annuities, equities, ETFs (including ETFs in the gold and precious metal sectors), treasury inflation protected/inflation linked bonds, and closed end investment funds regulated as a Business Development Company (BDC). WMG may use other securities as well to help diversify a portfolio when applicable. WMG may also offer market linked or traditional CD’s without a call feature, these specified products are subject to an upfront one time fee, because there is no Written Acknowledgement of Fiduciary Status ongoing management necessary. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title 1 of the Employee Retirement Income Act (ERISA) and the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put out interest ahead of yours. Under this special rule’s provisions, we must: Meet a professional standard of care when making investment recommendations (give prudent advice); Never put our financial interests ahead of yours when making recommendations (give loyal advice); Avoid misleading statements about conflicts of interest, fees, and investments; Follow policies and procedures designed to ensure that we give advice that is in your best interest; Charge no more than a level fee that is reasonable for our services; and C. Client Tailored Services and Client Imposed Restrictions Give you basic information about conflicts of interest. ’ WMG offers the same suite of services to all of its clients. However, specific client investment s current situation (income, tax levels, strategies and their implementation are dependent upon the client and risk tolerance levels). Clients may not impose restrictions in investing in certain securities or types of D. Wrap Fee Programs securities in accordance with their values or beliefs. 6  WMG participates in wrap fee programs, which are investment programs where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. WMG manages the investments in the wrap fee program but does not manage those wrap fee accounts any differently than non-wrap fee accounts. Fees paid under the wrap fee E. Assets Under Management program will be given to WMG as a management fee. WMG has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $512,644,138 $102,245,943 December 2024 Item 5: Fees and Compensation 2. Fee Schedule Portfolio Management Services Fees Total Assets Under Management Maximum Annual Fee All Assets 2.00% These fees are negotiable, and the final fee schedule is attached as part of the Investment Advisory Contract. WMG uses the last day of previous quarter for purposes of determining the market value of the assets upon which the advisory fee is based. Fees are paid quarterly in advance. Clients may terminate the agreement without penalty for a full refund of WMG’s fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the pension consulting agreement generally with 30 days’ written notice. WMG bills based on the balance on the first day of the billing period. Retirement Plan Consulting Services Fees Asset-Based Fees for Retirement Plan Consulting Maximum Annual Fee Total Assets Under Management All Assets 2.00% 7  The advisory fee is calculated using the value of the assets on the last business day of the prior billing period These fees are generally negotiable, and the final fee schedule is attached as part of the pension consulting agreement. Clients may terminate the agreement without penalty for a full refund of WMG’s fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the pension consulting agreement generally with 30 days’ written notice. WMG bills based on the balance on the first day of Financial Planning Fees the billing period Fixed Fees Hourly Fees The negotiated fixed rate for creating client financial plans is between $1,500 and $10,000. ’ The negotiated hourly rate for creating client financial plans is between $100 and $1,000 per hour. s fees, within five Clients may terminate the agreement without penalty, for full refund of WMG business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Financial Institution Consulting Services Planning Agreement generally upon written notice. WMG receives a consulting fee based on the Assets Under Management from Brokerage Customers who have provided written consent to a broker/dealer to receive the investment consulting service from WMG and have entered into a written advisory contract with WMG. The consulting fee is calculated from the Assets Under Management as of the end of a calendar quarter period multiplied by the annualized rate of .17% basis points. The initial fee is paid only after the completion of one full calendar quarter period Selection of Other Advisers Fees following the date of the executed agreement with broker/dealers. When WMG directs clients to third-party investment advisers, WMG will be compensated via a fee share from the advisers to which it directs those clients. The fees shared are negotiable and will not exceed a total annual advisory fee of 2% or any limit imposed by any regulatory agency. The notice of termination requirement and payment of fees for third-party investment advisers will depend on the specific third-party adviser selected. The client will receive a copy of the ADV Part 2A or wrap fee brochure of the third-party adviser describing that adviser’s fees and will also receive a final fee schedule indicating our fee, the third-party advisor’s fee and the total fee. When clients are offered market linked or traditional CD’s as an alternative product that meets the B. Payment of Fees best interests of their overall portfolio, there is assessed a one-time upfront fee. Payment of Portfolio Management Fees Portfolio management fees are withdrawn directly from the client's accounts with client's written Payment of Retirement Plan Consulting Fees authorization on a quarterly basis. Fees are paid in advance. Asset-based retirement plan consulting fees are withdrawn directly from the client's accounts with 8  Payment of Financial Planning Fees client's written authorization on a quarterly basis. Fees are paid in advance. Financial planning fees are paid via check. Fixed financial planning fees are paid 100% in advance, but never more than six months in advance. Hourly fees are paid after the services are rendered using a one-time invoice. Fees are either paid via Payment of Selection of Other Advisers Fees check or withdrawn from the client account if requested. Fees for selection of third-party investment advisers are withdrawn by the third-party adviser directly from client accounts. WMG then receives its portion of the fees from the third-party Educational Seminars/Workshops advisor; WMG does not directly deduct these advisory fees. Representatives of WMG provide periodic educational seminars and workshops to clients and the general public. Educational seminars and workshops are offered for a fee of $100 per session, C. Client Responsibility for Third Party Fees payable in advance and non-refundable. WMG will wrap third party fees (i.e., custodian fees, brokerage fees, mutual fund fees, transaction fees, D. Prepayment of Fees etc.). WMG will charge clients one fee and pay all transaction fees using the fee collected from the client. ’ WMG collects fees in advance. Refunds for fees paid in advance will be returned within fourteen days to the client via check or return deposit back into the client s account. For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. Item 6: Performance-Based Fees and Side-By-Side Management WMG does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients Corporations or Business Entities Individuals ❖ ❖ There is no account minimum High-Net-Worth Individuals ❖ WMG generally provides advisory services to the following types of clients: ❖ ❖ Retirement and Profit-Sharing Plans 9  Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies WMG’s methods of analysis include Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected Investment Strategies return, each by carefully choosing the proportions of various asset. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. WMG uses long term trading. B. Material Risks Involved Methods of Analysis Modern portfolio theory – assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second i.e., if for that level of risk an portfolio exists with a more favorable risk-expected return profile Options alternative portfolio exists which has better expected returns. writing or trading involves a contract to purchase a security at a given price, not necessarily at market value, depending on the market. This strategy includes the risk that an option may expire out of the money resulting in minimal or no value and the possibility of leveraged loss of trading Investment Strategies capital due to the leveraged nature of stock options. Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long- term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. risk. C. Risks of Specific Securities Utilized Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed Mutual Funds: or insured by the FDIC or any other government agency. “ ” “ ” Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be Equity of bond fixed income nature (lower risk) or stock equity nature. investment generally refers to buying shares of stocks in return for receiving a future payment 10  of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general Fixed income economic environments. investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset- backed securities, although individual bonds may be the best-known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities Exchange Traded Funds (ETFs): also include the general risk of non-U.S. investing described below. “ ” electronic shares An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, Real estate (3) a significant change in the attitude of speculators and investors. funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse change s in zoning laws; the impact of present or future environmental legislation and compliance with Annuities environmental laws. are a retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on investment later in the future. Annuities are contracts issued by a life insurance company designed to meet requirement or other long- term goals. An annuity is not a life insurance policy. Variable annuities are designed to be long-term investments, to meet retirement and other long-range goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges may apply if you withdraw your money early. Variable annuities also involve investment risks, just as mutual funds do. Unit Investment Trusts (“UITs”) are bundled collections of over investments, designed to provide individuals the opportunity to invest in a diversified portfolio of securities with a low initial investment requirement. A UIT is either a regulated investment company (“RIC”) or a grantor trust. [A RIC is a company in which the investors are joint owners, while a grantor trust grants investors proportional ownership in the UIT’s underlying securities.] UITs will, generally speaking, inherit the risks of the underlying securities, and may not be appropriate for investors seeking capital preservation. 11  Unlike mutual funds, UITs are not traded; rather the UIT manager purchases investments and holds them until maturity. UITs carry significant interest rate risk and have liquidity risks that mutual funds do not, plus more complex UITs are also subject to a number of risks that include increased volatility and Regulatory risk greater potential for loss. is the risk that a change in laws and/or regulations will materially impact a security, business, sector or market. These changes can increase the costs of operating a business, reduce the attractiveness of an investment, or change the competitive landscape, and are made by either the Liquidity Risk government or a regulatory body. stems from the lack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimize a loss. It is typically reflected in unusually wide bid-ask spreads or large Credit Risk price movements. Typically, the smaller the size of the security or its issuer, the larger the liquidity risk. traditionally refers to the risk that a lender may not receive the owed principal and interest, which results in an interruption of cash flows and increased costs for collection. Credit risk is the probable risk of loss resulting from a borrower's failure to repay a loan or meet contractual obligations. While impossible to know exactly who will default on obligations, with proper assessment and credit risk management, the severity of loss can be lessened. A lender's or investor's reward for assuming credit risk Market Risk include the interest payments from the borrower or issuer of a debt obligation. , also called systematic risk, is the possibility of an investor experiencing losses due to factors that affect the overall performance of the financial markets in which they are involved. This type of risk can be hedged against, but cannot be eliminated through diversification. Sources of market risk include Closed-end funds and business development companies recessions, political turmoil, changes in interest rates, natural disasters and terrorist attacks. are registered investment companies, like mutual funds. They carry the risk of capital loss and thus you may lose money. Like mutual funds, they have costs that lower investment returns. They can be of bond “fixed income” nature or stock “equity” Interest Rate Risk nature (also discussed herein). They have liquidity risks that mutual funds do not. is the risk that an investment's value will change due to a change in the absolute level of interest rates, spread between two rates, shape of the yield curve, or in any other interest rate relationship. These changes can be reduced by diversifying or hedging, since the changes usually affect Credit Risk securities inversely. traditionally refers to the risk that a lender may not receive the owed principal and interest, which results in an interruption of cash flows and increased costs for collection. Credit risk is the probable risk of loss resulting from a borrower's failure to repay a loan or meet contractual obligations. While impossible to know exactly who will default on obligations, with proper assessment and credit risk management, the severity of loss can be lessened. A lender's or investor's reward for assuming credit risk Valuation Risk include the interest payments from the borrower or issuer of a debt obligation. occurs when a security’s estimated value differs from its underlying value, especially if Default Risk estimated value exceeds the underlying value. is the possibility that a borrower will be unable to meet its repayment obligations to the Non-Exchange Traded Securities lender. do not trade on a centralized exchange. Transactions are directly between parties and involve higher transaction costs. These securities are typically harder to buy and sell due to their lack of liquidity and transparency. 12  Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions B. Administrative Proceedings There are no criminal or civil actions to report. C. Self-Regulatory Organizations Proceedings There are no administrative proceedings to report. There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker Dealer or Broker Dealer Representative Neither WMG nor its representatives are registered as, or have pending applications to become a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither WMG nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated C. Registration Relationships Material to this Advisory Business and Possible Conflict person of the foregoing entities. of Interests Financial Institution Consulting Services WMG has agreement(s) with broker/dealers to provide investment consulting services to Brokerage Customers. Broker/dealers pay compensation to WMG for providing investment consulting services to Customers. This consulting arrangement does not include assuming discretionary authority over Brokerage Customers’ brokerage accounts or the monitoring of securities. These consulting services offered to Brokerage Customers may include a general review of Brokerage Customers’ investment holdings, which may or may not result in WMG’s investment adviser representative making specific securities recommendations or offering general investment advice. Brokerage Customers will execute a written advisory agreement directly with WMG. This relationship presents conflicts of interest. Potential conflicts are mitigated by Brokerage Customers consenting to receive investment consulting services from WMG; by WMG not accepting or billing for additional compensation on broker/dealers’ Assets Under Management beyond the consulting fees disclosed in Item 5 in connection with the investment consulting services; and by WMG not engaging as, or holding itself out to the public as, a securities broker/dealer. WMG is not affiliated with any broker/dealer. 13  Insurance Agent Dieter William Bergner, Mark Ashford, Charles Walter Sells, LuAnn Craft Jarnagin, Dennis K White, Jason R Witcher, Jack Palmer, Ben Barnett, Rachael Holcomb and James Matthew Dannel are independent licensed insurance agents, and from time to time, will offer clients advice or products from those activities. Those activities are provided through WMG Financial Services, which also shares office space and common ownership with WMG Financial Advisors. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary responsibilities of a registered investment advisor. WMG always acts in the best interest of the client, including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to utilize the services of any representative of WMG in connection with such individuals’ capacities as licensed insurance agents. Other Outside Business Activities • • John Wayne Perdue Jr has been granted power of attorney for his mother. • LuAnn Craft Jarnagin works as a consultant where she provides human resource consulting and training services. • Jackson W Palmer is a Certified Public Accountant (CPA). • Jason R Witcher is a Certified Public Accountant (CPA). • Jason R Witcher is a ruling elder and finance chairman at Lakeland Presbyterian Church. • Jason R Witcher is a member manager at WL Investments LLC, Witcher Properties, LLC, Cypress Capital Group, MS Opportunity Zone Fund 1, LLC, and Heritage Land and Timber LLC. • William Parker Ashford is a Head Tennis coach at Morristown West High School in Morristown, Tennessee. • Mark B Ashford is the Healthcare POA for Marsh, Nellene Healthcare. Mark B Ashford is the Financial Power of Attorney for Marsh, Nellene. Mark Ashford is the Executor for the estate of William I. Marsh. From time to time, representatives of WMG may offer clients advice or products from those activities and clients should be aware that these services may involve a conflict of interest. WMG always acts in the best interest of the client and clients always have the right to decide whether or not to utilize the services of any representative of WMG in such individuals D. Selection of Other Advisers or Managers and How this Advisor is Compensated outside capacities. for those Selections WMG may direct clients to third-party investment advisers. WMG will be compensated via a fee share from the advisers to which it directs those clients. The fees shared will not exceed any limit imposed by any regulatory agency. This creates a conflict of interest in that WMG has an incentive to direct clients to the third-party investment advisers that provide WMG with a larger fee split. WMG will always act in the best interests of the client, including when determining which third-party investment adviser to recommend to clients. WMG will verify that all recommended advisers are properly licensed, notice filed, or exempt in the states where WMG is recommending the adviser to clients. 14  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics WMG has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. WMG's Code of Ethics is available free upon request B. Recommendations Involving Material Financial Interests to any client or prospective client. WMG will not recommend to clients, or buy or sell for client accounts, securities in which the firm or a related person has a material financial interest. (Examples of a material financial interest would include acting as a principal, general partner of a partnership/fund where clients are solicited to invest, C. Investing Personal Money in the Same Securities as Clients or acting as an investment adviser to an investment company that the firm recommends to clients.) ’ From time to time, representatives of WMG may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of WMG to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. WMG will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client s disadvantage when similar securities are being D. Trading Securities At or Around the Same Time as Clients’ Securities bought or sold. ’ From time to time, representatives of WMG may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of WMG to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, WMG will never engage in trading that operates to the client s disadvantage if representatives of WMG buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker Dealers Custodians/broker-dealers will be recommended based on WMG’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and WMG may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral 15  communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in WMG's research efforts. WMG will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker- dealer/custodian. 1. Research and Other Soft-Dollar Benefits WMG’s primary custodian recommendation is Charels Schwab & Co. Inc. Charles Schwab & Co., Inc. Advisor Services provides WMG with access to Charles Schwab & Co., Inc. Advisor Services’ institutional trading and custody services, which are typically not available to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For WMG client accounts maintained in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Charles Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor Services accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to WMG other products and services that benefit WMG but may not benefit its clients’ accounts. These benefits may include national, regional or WMG specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. Other potential benefits may include occasional business entertainment of personnel of WMG by Charles Schwab & Co., Inc. Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist WMG in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of WMG’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of WMG’s accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to WMG other services intended to help WMG manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, and human capital consultants, insurance and marketing. In addition, Charles Schwab & Co., Inc. Advisor Services may make available, arrange and/or pay vendors for these types of services rendered to WMG by independent third parties. Charles Schwab & Co., Inc. Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to WMG. WMG is independently owned and operated and not affiliated with 2. Brokerage for Client Referrals Charles Schwab & Co., Inc. Advisor Services. 16  WMG receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or 3. Clients Directing Which Broker/Dealer/Custodian to Use third party. We do not recommend, request, require, or permit our clients to direct us to execute transactions through B. Aggregating (Block) Trading for Multiple Client Accounts a specific broker-dealer. WMG does not engage in block trading at this time. WMG will make the appropriate ADV filings and disclosures in addition to providing guidelines in our Policies & Procedures in reference to block trades should WMG engage in block trades. Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews ’ All client accounts for WMG's advisory services provided on an ongoing basis are reviewed at least annually by the compliance department, with regard to clients respective investment policies and risk tolerance levels. All accounts at WMG are assigned to this reviewer. All financial planning accounts are reviewed upon financial plan creation and plan delivery by the compliance department. Financial planning clients are provided a one-time financial plan concerning their financial situation. After the presentation of the plan, there are no further reports. Clients may request B. Factors That Will Trigger a Non-Periodic Review of Client Accounts additional plans or reports for a fee. ’ Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). s services will generally conclude upon delivery of the financial With respect to financial plans, WMG plan. C. Content and Frequency of Regular Reports Provided to Clients ’ Each client of WMG's advisory services provided on an ongoing basis will receive a quarterly report detailing the client s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. WMG will also provide at least quarterly a separate written statement to the client. Each financial planning client will receive the financial plan upon completion. 17  Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) Charles Schwab & Co., Inc. Advisor Services provides WMG with access to Charles Schwab & Co., Inc. Advisor Services’ institutional trading and custody services, which are typically not available to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services includes brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For WMG client accounts maintained in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Charles Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor Services accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to WMG other products and services that benefit WMG but may not benefit its clients’ accounts. These benefits may include national, regional or WMG specific educational events organized and/or sponsored by Charles Schwab & Co., Inc. Advisor Services. Other potential benefits may include occasional business entertainment of personnel of WMG by Charles Schwab & Co., Inc. Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist WMG in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of WMG’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of WMG’s accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to WMG other services intended to help WMG manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, and human capital consultants, insurance and marketing. In addition, Charles Schwab & Co., Inc. Advisor Services may make available, arrange and/or pay vendors for these types of services rendered to WMG by independent third parties. Charles Schwab & Co., Inc. Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to WMG. WMG is independently owned and operated and not affiliated with Charles Schwab & Co., Inc. Advisor Services. 18  B. Compensation to Non – Advisory Personnel for Client Referrals WMG may enter into a promoter agreement with a non affiliated entity of our firm. This entity (hereinafter “promoter”) will be compensated for referrals as agreed upon between the firm and the promoter. Proper disclosures that outline the fees and relationship will be given to the potential client referred per the SEC guidelines set forth in Rule 206(4) -1. Fees paid to the promoter do not alter or affect the amount fees the referred client would pay if they became an advisory client of the firm. Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian at WMG’s direction, WMG will be deemed to have limited custody of client's assets and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. hen advisory fees are deducted directly from client account at our vendor of advisory variable annuities, Nationwide Advisory Solutions (formerly Jefferson National) at WMG’s discretion, WMG will be deemed to have limited custody of client’s assets and must have written authorization from the client to do so. Assets at Nationwide are not custodied at TD Ameritrade. Custody is also disclosed in Form ADV because WMG has authority to transfer money from client account(s), which constitutes a standing letter of authorization (SLOA). Accordingly, WMG will follow the safeguards specified by the SEC rather than undergo an annual audit. Item 16: Investment Discretion WMG provides discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, WMG generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. Item 17: Voting Client Securities (Proxy Voting) WMG will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet WMG neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. 19  B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither AAA nor its management has any financial condition that is likely to reasonably impair AAA’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years WMG has not been the subject of a bankruptcy petition in the last ten years. 20