Womack Financial LLC

Item 1: Cover Page Womack Financial LLC Firm Brochure - Form ADV Part 2A This Form ADV Part 2A Brochure” (the “Brochure”) provides information about the qualifications and business practices of Womack Financial LLC (“WFLLC”). If you have any questions about the contents of this brochure, please contact us at (214) 843-0070 or by email at: info@womackfinancial.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Additional information about Womack Financial LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Womack Financial LLC’s CRD number is: 174873. WFLLC is a Registered Investment Adviser. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. 4849 Greenville Ave Suite 100-173 Dallas, TX, 85206 (214) 843-0070 www.WomackFinancial.com info@womackfinancial.com Registration does not imply a certain level of skill or training. Version Date: March 2026 1  Item 2: Material Changes Since filing our last Brochure in February of 2025, there have been no material changes: 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................................. 1 Contents Item 2: Material Changes ....................................................................................................................................... 2 Item 3: Table of Contents ....................................................................................................................................... 3 Item 4: Advisory Business ....................................................................................................................................... 5 Portfolio Management Services .......................................................................................................................... 5 Private Investment Fund Management .............................................................................................................. 5 Benefit Plan Services ........................................................................................................................................... 6 Services Limited to Specific Types of Investments .............................................................................................. 6 Client Tailored Services and Client Imposed Restrictions ................................................................................... 6 Wrap Fee Programs ............................................................................................................................................ 7 Assets Under Management ................................................................................................................................. 7 Item 5: Fees and Compensation ............................................................................................................................. 7 Fees for Portfolio Management Services ............................................................................................................ 7 Benefit Plan Services ........................................................................................................................................... 8 Private Investment Fund Management Fee ........................................................................................................ 8 Outside Compensation. ...................................................................................................................................... 9 Item 6: Performance-Based Fees and Side-By-Side Management ......................................................................... 9 Conflicts of Interest ........................................................................................................................................... 10 Item 7: Types of Clients ........................................................................................................................................ 10 Minimum Initial Account Size ........................................................................................................................... 11 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ................................................................ 11 Methods of Analysis .......................................................................................................................................... 11 Investment Strategies ....................................................................................................................................... 11 Material Risks Involved ..................................................................................................................................... 11 Investment Strategies ....................................................................................................................................... 11 Risks of Specific Securities Utilized .................................................................................................................... 11 Pandemic Outbreak Risk. .................................................................................................................................. 20 Item 9: Disciplinary Information ........................................................................................................................... 20 Item 10: Other Financial Industry Activities and Affiliations ................................................................................ 20 Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests ................ 21 Selection of Other Advisers or Managers.......................................................................................................... 21 3  Other Business .................................................................................................................................................. 21 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .......................... 21 Insider Trading Policy ........................................................................................................................................ 21 Participation or Interest in Client Transactions. ................................................................................................ 22 Conflicts of Interest ........................................................................................................................................... 22 Item 12: Brokerage Practices ................................................................................................................................ 23 Factors Used to Select Custodians and/or Broker/Dealers the Firm Recommends .......................................... 23 Benefits from the Recommended Custodian .................................................................................................... 23 Use of Soft Dollars ............................................................................................................................................. 24 Valuation ........................................................................................................................................................... 24 Trade Errors ...................................................................................................................................................... 24 Balancing the Interests of Multiple Client Accounts ......................................................................................... 25 Aggregating (Block) Trading for Multiple Client Accounts ................................................................................ 25 Item 13: Reviews of Accounts .............................................................................................................................. 25 Frequency and Nature of Periodic Reviews ...................................................................................................... 25 Content and Frequency of Regular Reports Provided to Clients ....................................................................... 25 Item 14: Client Referrals and Other Compensation ............................................................................................. 26 Item 15: Custody ................................................................................................................................................... 26 Item 16: Investment Discretion ............................................................................................................................ 26 Item 17: Voting Client Securities (Proxy Voting) .................................................................................................. 27 Item 18: Financial Information ............................................................................................................................. 27 Item 19: Requirements For State Registered Advisers ......................................................................................... 27 4  Item 4: Advisory Business Womack Financial LLC (hereinafter “WFLLC”, the “Firm” and/or the “Investment Manager”) is a Limited Liability Company organized in the State of Texas. The Firm’s principal owner is Josh Womack. WFFLC became a Registered Investment Advisory Firm in 2015. Portfolio Management Services WFLLC offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. Where applicable, WFLLC will create an Investment Policy Statement, and outline the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services can include, but are not limited to, the following: Investment strategy • • Personal investment policy • Asset allocation • Asset selection • Risk tolerance • Rebalancing investments as appropriate • Regular portfolio monitoring Where applicable, WFLLC will evaluate current client investments with respect to client risk tolerance levels and time horizon. WFLLC will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. WFLLC seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its clients and without consideration of WFLLC’s economic, investment or other financial interests. To meet its fiduciary obligations, WFLLC attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, WFLLC’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 WFLLC’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent, including initial public offerings ("IPOs") and other investment opportunities that might have a limited supply, among its clients on a fair and equitable basis over time. Private Investment Fund Management WFLLC acts as the investment manager (the “Investment Manager”) to the Womack Capital Partners, LP (the “Partnership”), which provides day-to-day investment and portfolio management services pursuant to the Partnership’s Limited Partnership Agreement (“Partnership Agreement”) and in accordance with the Partnership’s Confidential Private Placement Memorandum (“Memorandum”). WFLLC is solely responsible for the investment decisions and performance of the Partnership. The Partnership is exempt as a registered security under the Securities Act of 1933 and from registration as an investment company under the Investment Company Act of 1940. 5  Our affiliated company, Womack Capital GP, LLC (the “General Partner”), is the general partner to the Partnership. Mr. Womack is the managing member of the General Partner. Therefore, Mr. Womack and the Firm have a material financial interest in the Partnership and are not independent of the Partnership. The objective of the Partnership is to achieve capital appreciation through investments in U.S. equities with a general emphasis on small-cap, nano-cap, and micro-cap sectors, as well as other equity market opportunities. The Investment Manager on behalf of the Partnership intends to purchase equities for investment in small-cap, micro-cap, and nano-cap companies with market capitalizations generally ranging from $25 million to $4 billion. The majority of the Partnership’s investment focus is generally expected to be in small-capitalization companies; however, the Investment Manager may, at times, invest or trade in mid and large-capitalization, mature companies where it believes such securities offer attractive opportunities. As the Investment Manager makes investment decisions for the Partnership on the basis of its methodology, it does not necessarily seek to diversify the portfolio by industry area or group, company or otherwise. The Partnership is not subject to the portfolio diversification requirements that are applicable to mutual funds. Therefore, the Partnership’s investment portfolio will be, at times concentrated, both as to industries and possibly with respect to particular companies. WFLLC intends for the major portion of the Partnership’s investment portfolio to consist of common stocks of companies identified by its investment methodology. However, investments can also include preferred stocks, convertible securities, as well as ETFs. Although the Investment Manager intends to concentrate primarily on the domestic equity market, the Partnership can also invest, on a selective basis, in non-U.S. companies. Foreign investments can include direct equity purchases as well as American Depository Receipts (“ADRs”). WFLLC reserves the right to invest in ADRs when it believes doing so is in furtherance of the Partnership’s investment strategy. For a more detailed description, investors in the Partnership shall refer to the Partnership Agreement and Memorandum. Benefit Plan Services The Firm provides investment advisory services and consulting services to employer sponsored retirement plans, including 401(k) and profit-sharing plans (“Plans”), and plan sponsors (“Plan Sponsors”) subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). These services may include: • Retirement plan design and communications; • Retirement plan services provider due diligence; • Retirement plan investment advisory services including investment analysis, selection, implementation, and ongoing monitoring of plan investments; and • Participant educational services and retirement education. Services Limited to Specific Types of Investments WFLLC generally limits its investment advice to its’ clients and the Partnership to mutual funds, fixed income securities, real estate funds (including REITs), equities, ETFs, non-U.S. securities, venture capital funds and private placements. WFLLC can use other securities as well to help diversify a portfolio when applicable. Client Tailored Services and Client Imposed Restrictions WFLLC offers a similar suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client’s Investment Policy Statement 6  which outlines each client’s current situation (income, tax levels, and risk tolerance levels). Clients can impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent WFLLC from properly servicing the client’s account(s), or if the restrictions would require WFLLC to deviate from its standard suite of services, WFLLC reserves the right to end the relationship. Wrap Fee Programs WFLLC does not participate in any wrap fee programs. Assets Under Management As of December 31, 2025 WFLLC has the following assets under management: Discretionary Amounts Non-discretionary Amounts Total $164,669,645 $0 $164,669,645 Item 5: Fees and Compensation Fees for Portfolio Management Services If a client determines to engage the Firm to provide Portfolio Management Services on a fee basis, the client’s annual investment advisory fee shall be based upon a percentage (%) of the market value of assets placed under the Firm’s management (between 0.25% and 1.00%) (the “Fee”). Total Assets Under Management Annual Fee $100,000 - $1,000,000 1.00% $1,000,001 - $2,500,000 0.75% $2,500,001 - $5,000,000 0.50% $5,000,001 - And Up 0.25% These Fees are generally negotiable, and the final fee schedule is included in the client’s Client Service Agreement (the “CSA”). Fees are billed on a quarterly basis, in arrears, based on the average daily balance for the prior quarter. Clients may terminate the agreement without penalty for a full refund of WFLLC's fees within five business days of signing the CSA. Thereafter, clients may terminate the CSA immediately upon written notice. WFLLC will charge a minimum quarterly fee of $255.00 (the “Minimum Quarter Fee”), which will be a flat fee for any household with an average daily balance of less than $102,000 AUM for all their Accounts managed by the Firm during any quarter. Clients may elect to have their Fee deducted from their custodial account, which are payable in arrears. The CSA and the client’s custodial/clearing agreement may authorize the custodian to debit the client’s account(s) for the amount of the Fee and to directly remit the Fee and to directly remit the Fee to the Firm in compliance with regulatory procedures. In the event that the Firm bills the client directly, payment is due upon receipt of the Firm’s invoice. WFLLC uses an average of the daily balance in the client’s account(s) throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the 7  advisory fee is based for the previous quarter. As discussed below, unless a separately managed account the client directs otherwise or an individual client’s circumstances require, the Firm shall generally recommend (i) Charles Schwab & Co., Inc. (“Schwab”) and to a lesser degree (ii) Altruist Financial, LLC (“Altruist”) (clearing and custody through Apex Clearing Corp.) to serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Schwab/Altruist may charge custodial fees and brokerage commissions and/or transaction fees for effecting certain securities transactions (i.e. transaction fees for certain no-load mutual funds, and commissions may be charged for individual equity and fixed income securities transactions). In addition to the Fee, brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. Fee and other fund expenses). The CSA between the Firm and the client will continue in effect until terminated by either party by written notice in accordance with the terms of the CSA. Upon termination, the Firm shall debit the account for the pro rated portion of the unpaid Fee based upon the number of days that services were provided during the billing quarter - Benefit Plan Services For participant directed retirement plans, Fees will be billed at .75% per annum for consulting advice as a percentage of assets under advisement. The Fee is used exclusively for consulting services to 401(k) 401(A), 403(b), 457(b), and Money Purchase retirement plans. Private Investment Fund Management Fee For its services to the Partnership, the Investment Manager is entitled to receive a Management Fee at an annual rate of either: (i) two and one-half percent (2.5%) of the Limited Partners not subject to the performance allocation (as described in Item #6 below) or (ii) one and one-quarter percent (1.25%) for Limited Partners who qualify as Qualified Investors subject to the performance allocation (as described in Item #6 below) of the capital account balance of each Limited Partner. Management Fees will be calculated and are payable quarterly in advance. Capital contributions accepted after the commencement of a calendar quarter are subject to a pro- rated Management Fee reflecting the time remaining in the quarter. In the event that a Limited Partner withdraws from the Partnership prior to the end of a calendar quarter, such Limited Partner will not receive a refund for the amount of Management Fees paid for the remainder of such calendar quarter. The Investment Manager may reduce or eliminate the Management Fees with respect to any Limited Partner in its sole discretion. The Partnership will incur other expenses (in addition to the Management Fee described above and the performance-based fee described in Item #6 below) from its operations and investment activities, including, without limitation, brokerage and custodial fees and expenses (including expenses relating to investment transactions, custody and prime brokerage feed, legal, accounting, consulting, and other service provider fees; taxes, fees or other government charges levied against the Partnership; expenses associated with the Partnership’s financial statements, tax returns and Schedules K-1; expenses of advisory committees and annual meetings of the Limited Partners; insurance; and extraordinary expenses (such as litigation, if any). The Partnership will also bear the organizational and certain of the offering costs of the Partnership. Under some circumstances, WFLLC may enter into agreements with certain Limited Partners to the Partnership that may provide different terms to those Limited Partners. WFLLC may waive or reduce its Management Fee and Performance-Based compensation (as defined in Item #6 below) for certain of its related persons, service providers, or strategic investors invested in the Partnership. For a more detailed description, investors in the Partnership shall refer to the Partnership 8  Agreement and Memorandum. Outside Compensation. Neither WFLLC nor its supervised persons accept any compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management As of the close of each fiscal year and subject to the limitations described below, a Performance Allocation is debited against the capital account of each Limited Partner who is qualified and has opted for the performance allocation fee structure and simultaneously credited to the capital account of the General Partner. The Performance Allocation is equal to fifteen percent (15%) of each Limited Partner’s allocable share of net profits for the fiscal year from the Regular Account and any Special Investment Sub-account closed during the period. The Performance Allocation is subject to a “high water mark” limitation. Thus, with respect to each Limited Partner, after the first year in which a Performance Allocation is earned, the Performance Allocation for subsequent years only applies to the extent such Limited Partner’s pro rata share of net profits measured on a cumulative basis, net of any losses, for all years since admission exceeds the highest level of such cumulative net profits achieved through the close of any prior year since admission. If a Limited Partner makes a withdrawal at a time when its capital account balance is below its historic “high water mark” level, the level will be ratably reduced to reflect such withdrawal. The Performance Allocation is generally calculated and charged to each Limited Partner at the end of each fiscal year. A Performance Allocation is also calculated and charged (i) with respect to any Limited Partner permitted or required to withdraw, and (ii) with respect to a Limited Partner making a partial withdrawal of such Limited Partner’s capital account, as of any time other than the close of a year on the basis of net profits allocated to such Limited Partner through the withdrawal date (but only with respect to the amount withdrawn on a pro rata basis in the event of a partial withdrawal). Performance based fee arrangements of WFLLC will comply with Section 205(e) of the Investment Advisers Act of 1940. According to Section 205(e) (see Rule 205-3 thereunder), only natural individual clients meeting the SEC's definition of "qualified clients" may enter into agreements providing for performance-based compensation to WFLLC. A natural person or company must meet the following conditions to be considered a qualified client: • Have at least $1,000,000 under management with WFLLC at the time the client enters into an agreement with WFLLC; or • Provide documentation to WFLLC so that WFLLC will reasonably believe the client has either a net worth of $2,100,000 or is a qualified purchaser under Section 2(a)(51)(A) of the Investment Company Act. The Performance Allocation with respect to any Limited Partner may be waived or altered by the General Partner in its sole discretion. For a more detailed description, investors in the Partnership shall refer to the Partnership Agreement and Memorandum. 9  Conflicts of Interest There are conflicts of interest WFLLC faces by managing performance-based accounts at the same time as managing asset based, nonperformance-based accounts. For example, the nature of a performance fee poses an opportunity for WFLLC to earn more compensation than under a stand- alone asset-based fee. Consequently, WFLLC may favor having a potential client invest in the Partnership performance fee accounts over those accounts where WFLCC receives only an asset- based fee. One way WFLLC could favor performance fee accounts is to devote more time and attention to performance fee accounts than to accounts under an asset-based fee arrangement. There are other conflicts associated with performance fees that are not as common under an asset- based fee arrangement. The nature of performance fees can encourage unnecessary speculation with client assets in order to earn or increase the amount of the fee. The result of riskier investments can have a positive effect in that results could equal higher returns when compared to an asset-based fee account. On the other hand, riskier investments historically have a higher chance of losing value. Also, since in a performance fee arrangement an adviser is compensated based on capital gains or capital appreciation, these arrangements could give an investment adviser an incentive to time transactions in a client's account on the basis of fee considerations rather than on what is in the best interest of the client. Performance fees can potentially cause an investment adviser to engage in transactions or strategies which will increase the amount of the performance fees, but do not increase the overall performance of the client's account. For example, an account may lose value during a year and no performance fee will be earned. In the following year, WFLLC may receive a performance fee for simply recouping losses from the previous year. WFLLC controls this conflict of interest by using the high-water mark fee calculation method described above. A performance fee can also encourage WFLLC to make riskier and more speculative investments. WFLLC does not represent that the amount of the performance fees or the manner of calculating the performance fees is consistent with other performance related fees charged by other investment advisers under the same or similar circumstances. The performance fees charged by WFLLC can be higher than the performance fees charged by other investment advisers for the same or similar services. WFLLC has established policies and procedures to address the various conflicts of interest associated with charging a performance fee: • Only clients able to assume additional risk are eligible to engage in a performance fee arrangement. WFLLC provides such clients full disclosure of the additional risks associated with a performance fee arrangement. • Client accounts eligible to be charged a performance-based fee must reach a pre- determined and agreed upon high-water mark before the performance-based fee is charged. Item 7: Types of Clients WFLLC generally provides advisory services to the following types of clients: Individuals • • High-Net-Worth Individuals • Pooled Investment Vehicle, the Partnership which is organized as a domestic partnership. The Partnership is comprised of high-net-worth individuals and business entities. • Pension and profit-sharing plans 10  Minimum Initial Account Size • There is an account minimum of $102,000 for Managed Portfolio Service accounts, • There is a minimum investment amount required for the Partnership of $50,000. For each of minimum account size, WFLLC may waive the minimum amount at its discretion. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis WFLLC’s methods of analysis include fundamental analysis and quantitative analysis. • Fundamental analysis. involves the analysis of financial statements, the general financial health of companies, the analysis of management, competitive advantages, and/or other qualitative factors. • Quantitative analysis. deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical financial trends, and so on. Investment Strategies WFLLC uses long-term investing strategies and does not believe short-term market-timing strategies are effective or efficient over market cycles. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Material Risks Involved • Methods of Analysis. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. • Quantitative Model Risk. Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. Investment Strategies 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 risk. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. 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 are not guaranteed or insured by the FDIC or any other government agency. • Mutual Funds. 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 of bond “fixed income” nature (lower risk) or stock “equity” nature. • Equity. investment generally refers to buying shares of stocks in return for receiving a 11  future payment 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 economic environments. • Fixed Income. 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 also include the general risk of non-U.S. investing described below. • Exchange Traded Funds (ETFs). 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. fluctuations and cycles • Real Estate funds. (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant 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 changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. • Leverage. Subject to applicable margin and other limitations, clients may borrow funds in order to make additional investments, thereby increasing both the possibility of gain and risk of loss. Consequently, the effect of fluctuations in the market value of a client’s portfolio would be amplified. Interest on borrowings will be an account(s) expense of the client and will affect the operating results of the account(s). • Limited Liquidity. Although the Firm intends that most client investments will be publicly traded, some of the clients’ investments may be illiquid. At times, clients may be unable to liquidate certain investments or only be able to liquidate such investments at a value determined by the Firm to be a discount to their true value. If an investment is thinly traded or is not traded at all, Hunting Hill could have difficulty unwinding the investment at a desirable price. Clients might suffer significant losses if the Firm is forced to unwind an illiquid investment as a result of changing market conditions or as a result of margin calls or other factors. As a consequence, the Firm may elect to (i) refuse to make withdrawal payments to investors until such time as such investment may be liquidated at a value which is not, in the determination of the Firm, a discounted value, or (ii) distribute such investment in-kind to the withdrawing investor. • Allocating Investment Opportunities. Because each Client portfolio is individually managed, the Advisor will not necessarily purchase or sell the same securities at the same time or in the same proportionate amounts for all eligible Clients, particularly if different Clients have materially different amounts of capital under management by the Advisor, different 12  objectives, or different amounts of investable cash available. Therefore, not all Clients will necessarily participate in the same investment opportunities or participate on the same basis. Risk Factors for Investment in the Partnership. All investments risk the loss of capital. No guarantee or representation is made that the Partnership’s investment program will be successful, and investment results may vary substantially over time. Prospective investors should give careful consideration to the following factors in evaluating the merits and suitability of an investment in an Interest in the Partnership: • General Investment Risks. All Partnership Investments risk the loss of capital. The Investment Manager believes that the Partnership’s investment program, research and possible board participation may moderate this risk. However, there can be no assurance that the Partnership’s investment program will be successful or that investments made by the Partnership will increase in value. A Limited Partner in the Partnership could lose its entire investment in the Partnership. All Limited Investors in the Partnership should consult their own legal, tax, and financial advisors prior to investing in the Partnership. • Business and Regulatory Risks of Hedge Funds. Legal, tax and regulatory changes could occur during the term of the Partnership that may adversely affect the Partnership. The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the value of investments held by the Partnership. The SEC and other to take regulators and self-regulatory organizations and exchanges are authorized extraordinary actions in the event of market emergencies. The effect of any future regulatory change on the Partnership, the General Partner or the Investment Manager could be substantial and adverse. • Competitive Markets. The investment industries in general, and the markets in which the Partnership intends to trade, are extremely competitive. In pursuing the Partnership’s trading strategies, the Investment Manager will compete with investment firms, including many of the larger investment advisory and private investment firms, as well as institutional investors and, in certain circumstances, market-makers, banks and broker-dealers. In relative terms, the Partnership has little capital and may have difficulty competing in markets in which its competitors have substantially greater financial resources, larger research staffs and more trading professionals than the Investment Manager has or expects to have in the future. In any given transaction, investment and trading activity by other firms will tend to narrow the spread between the price at which an investment may be purchased by the Partnership and the price it expects to receive upon consummation of the transaction. • Assumption of Catastrophe Risks. Clients may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes, and other natural disasters; war, terrorism, and other armed conflicts; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics, and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets in which the Firm causes its clients to participate (or has a material effect on locations in which the Firm operates) the risks of loss can be substantial and could have a material adverse effect on client portfolios and fund investors' investments in the Funds. • Complexity of Taxation. Taxation of partnerships and partners is complex and potential investors are strongly urged to review the discussion below under “Taxation” and “ERISA Considerations” and to consult their own tax advisors. • Delayed Schedules K-1s. The Partnership will provide Schedules K-1s as soon as practical after receipt of all of the necessary information. However, the Partnership may be unable to provide final Schedules K-1s to Limited Partners for any given tax year until significantly after April 15 of the following year. The General Partner will endeavor to provide Limited Partners with estimates of the taxable income or loss allocated to their investment in the Partnership on or 13  before such date, but final Schedules K-1s may not be available until completion of the Partnership’s annual audit. Limited Partners should be prepared to obtain extensions of the filing date for their income tax returns at the federal, state and local level. • Dependence on Key Management Personnel. The success of the Partnership will be highly dependent on the financial and managerial expertise and skill of Josh Womack. In the event of his death, disability, departure or insolvency, or the complete transfer of his interest in the General Partner and the Investment Manager, the business of the Partnership may be adversely affected. Although Josh Womack will commit a significant amount of his business efforts to the Partnership, it is not required that he devote all of his time to the Partnership, and may engage in a broad spectrum of activities, including financial advisory services, brokerage services and principal investments. • Discretion of the Investment Manager. The Investment Manager will seek to engage in the investment activities that have been discussed in the “Investment Program” above. Nonetheless, the Partnership’s portfolio may be altered at any time in the sole discretion of the Investment Manager and without the approval of any Limited Partner. Although the Investment Manager will seek to spread the Partnership’s capital among a number of investments, there can be no assurance that the Investment Manager will not decide in its sole discretion that it may be better for the Partnership to concentrate its resources in a limited number of investments. • Diversification. Since the Partnership’s portfolio will not necessarily be widely diversified, the investment portfolio of the Partnership may be subject to more rapid changes in value than would be the case if the Partnership was required to maintain a wide diversification among companies, securities, and types of securities. • Exchanges. For all securities and other financial instruments traded on public exchanges, each exchange typically has the right to suspend or limit trading on all securities or financial instruments that it lists. Such a suspension could render it impossible for the Partnership to liquidate its positions and thereby expose it to losses. • Financial Fraud. Instances of fraud and other deceptive practices committed by senior management of certain companies in which the Partnership invests may undermine the Investment Manager’s due diligence efforts with respect to such companies, and if such fraud is discovered, negatively affect the valuation of the Partnership’s investments. In addition, when discovered, financial fraud may contribute to overall market volatility which can negatively impact the Partnership’s investment program. • Financial Market Fluctuations. General fluctuations in interest rates and the market prices of securities and other assets may adversely affect the value of the Partnership’s investments. Instability in interest rates and the securities markets may also increase the risks inherent in the Partnership’s investments. The ability of a particular issuer to refinance debt securities may depend on its ability to sell new securities in the debt and equity markets, to borrow from banks or otherwise. • Foreign Securities. Investments in foreign securities involve certain factors not typically associated with investing in U.S. securities, such as risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar (the currency in which the books of the Partnership are maintained) and the various foreign currencies in which the Partnership’s portfolio securities will be denominated and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between the U.S. and foreign securities markets, including the absence of uniform accounting, auditing and financial reporting standards and practices and disclosure requirements, and less government supervision and regulation; (iii) political, social or economic instability; (iv) imposition of foreign income, withholding or other taxes; and (v) the extension of credit, especially in the case of sovereign debt. • Foreign Taxes. Certain investments by the Partnership may be subject to foreign taxes, including withholding taxes. All distributions to Limited Partners will be made net of any taxes payable by the Partnership (including any corporate, foreign, local and withholding taxes). While the 14  • • • imposition of foreign income taxes would reduce the amounts available for distribution by the Partnership, the Limited Partners will, for purposes of determining the amounts distributable to the Limited Partners, be treated as if the Partnership had distributed an amount equal to income taxes payable by the Partnership. Illiquidity. The investments made by the Partnership may be very illiquid, and consequently the Partnership may not be able to sell such investments at prices that reflect the Investment Manager’s assessment of their value, or the amount paid for such investments by the Partnership. Illiquidity may result from the absence of an established market for the investments as well as legal, contractual, or other restrictions on their resale by the Partnership, and other factors. Furthermore, the nature of the Partnership’s investments, especially those in financially distressed companies, may require a long holding period prior to profitability. The Partnership Agreement authorizes the General Partner to make in-kind distributions of securities in lieu of or in addition to cash. In the event the General Partner makes distributions of in-kind securities, such securities could be illiquid or subject to legal, contractual, and other restrictions on transfer. Investment Authority. Substantially all decisions with respect to the management of the Partnership are made exclusively by the General Partner. Limited Partners have no right or power to take part in the management of the Partnership. The General Partner has delegated to the Investment Manager all of the trading and investment decisions of the Partnership. In the event of the withdrawal or bankruptcy of the General Partner, the Partnership will most likely be liquidated. Investment Judgment; Market Risk. The profitability of a significant portion of the Partnership’s investment program depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that the Investment Manager will be able to predict accurately these price movements. With respect to the investment strategy utilized by the Partnership, there is always some, and occasionally a significant, degree of market risk. • Leverage. Subject to applicable margin and other limitations, the Partnership may borrow funds in order to make additional investments, thereby increasing both the possibility of gain and risk of loss. Consequently, the effect of fluctuations in the market value of the Partnership’s portfolio would be amplified. Interest on borrowings will be a portfolio expense of the Partnership and will affect the operating results of the Partnership. • Market Conditions. Developments in the global financial markets illustrate that the current environment is one of extraordinary and possibly unprecedented uncertainty. In light of market turmoil and the overall weakening of the financial services industry, the Partnership, its prime broker(s), and other financial institutions’ financial condition may be adversely affected, and they may become subject to legal, regulatory, reputational, and other unforeseen risks that could have a material adverse effect on the Partnership’s business and operations. Moreover, market conditions have substantially reduced the availability of credit, which may have a material adverse effect on the Partnership’s ability to achieve its investment objective with respect to any particular investment and/or the Partnership’s entire portfolio, which could have a material adverse effect on the Partnership’s overall return objectives. • Nature of Investments. The Investment Manager will have broad discretion in making investments for the Partnership. Investments will generally consist of debt and equity securities and other instruments and assets that may be affected by business, financial markets or legal uncertainties. The can be no assurance that the Investment Manager will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Partnership’s activities and the value of its investments. In addition, the value of the Partnership’s portfolio may fluctuate as the general level of interest rates and credit spreads fluctuate. No guarantee or representation is made that the 15  Partnership’s investment objective will be achieved, or that the Partnership will be able to generate any return for Limited Partners. • No Distributions. Since the Partnership does not generally intend to pay distributions, an investment in the Partnership is not suitable for investors seeking current distributions of income. Moreover, a Limited Partner is required to report and pay taxes on its allocable share of income from the Partnership, even though no cash is distributed by the Partnership. • Not an Investment Company. While the Partnership may be considered similar in some ways to an investment company, it is not required and does not intend to register as such under the United States Investment Company Act of 1940, as amended (the “1940 Act”), and, accordingly, the protections of the 1940 Act (which, among other matters, requires investment companies to have a majority of disinterested directors, requires securities held in custody at all times to be individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company and regulates the relationship between the adviser and the investment company) will not be applicable. • Portfolio Turnover. The Partnership is not restricted in effecting transactions by any specific limitations with regard to its portfolio turnover rate. The Partnership’s investment policies might result in substantial portfolio turnover. Partnership investments may be sold for a variety of reasons, such as a more favorable investment opportunity or other circumstances bearing on the desirability of a continued position in such investments. A high rate of portfolio turnover involves correspondingly greater brokerage commissions, which will be borne directly by the Partnership. • Regulation. Regulation of securities markets has undergone substantial change in recent years and is expected to continue to change. There can be no assurance that the General Partner or the Investment Manager will be able, for financial reasons or otherwise, to comply with future laws and regulations. • Relevant Laws. Amendments to relevant laws could alter an expected outcome or introduce greater uncertainty regarding the likely outcome of an investment situation. In addition, market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as self-regulatory scrutiny of the “hedge fund” industry in general, and certain legislation proposing greater regulation of the industry periodically is considered by the U.S. Congress and the Securities and Exchange Commission, as well as the governing bodies of non-U.S. jurisdictions. It is impossible to predict what, if any, changes in the regulations applicable to the Partnership, the General Partner, the Investment Manager, the markets in which they trade and invest, or the counterparties with which they do business may be instituted in the future. • Restrictions on Transfers and Withdrawals. Interests in the Partnership are not registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be transferred unless registered under applicable federal and state securities laws or unless an exemption from such laws is available. The Partnership has no plans, and is under no obligation, to register the Interests under the Securities Act. No market currently exists for the Interests, and one is not expected to develop. Further, the Limited Partners may not transfer or assign their Interests without the prior written consent of the General Partner, which consent may be withheld in its sole discretion. Withdrawals of each capital contribution are severely restricted. Moreover, under the Partnership Agreement, the right of Limited Partners to withdraw their Interests may be subject to the Partnership’s twenty percent (20%) limitation on withdrawals as of any withdrawal date or may be suspended by the General Partner under certain circumstances, and withdrawal payments may be subject to delay in connection with the disposition of illiquid securities to satisfy a withdrawal request. In addition, settlement of any amount that is attributable to a Limited Partner’s share of any Special 16  Investments may be postponed pending the realization of the investment or the date when it becomes readily marketable or otherwise undesignated as a Special Investment. A subscription for an Interest in the Partnership should be considered only by persons financially able to maintain their investment and who can accept a loss of all of their investment. • Small and Mid-Cap Stocks. Investments in small and mid-capitalization stocks involve greater risk than is customarily associated with larger, more established companies. These companies often have sales and earnings growth rates that exceed those of large companies. Such growth rates may in turn be reflected in more rapid share price appreciation. However, smaller companies often have limited product lines, markets or financial resources, and they may be dependent upon one-person management. These securities may have limited marketability and may be subject to more abrupt or erratic movements in price than securities of larger companies or the market averages in general. • Soft Dollars. The Partnership currently does not but may enter into “soft dollar” arrangements with one or more broker-dealers in the future whereby the Partnership will direct securities transactions to the broker-dealer in return for research products and services from the broker- dealer. Although the Investment Manager will use the research and services in making investment decisions for the Partnership, the Partnership will generally pay more than the lowest available commissions for execution of these transactions. The Partnership may enter into “soft dollar” arrangements to cover Partnership expenses and research expenses to the extent such arrangements are permitted by law. • Tax Considerations. The Partnership may take positions with respect to certain tax issues which depend on legal conclusions not yet resolved by the courts. Should any such positions be successfully challenged by the Internal Revenue Service (the “Service”), or other applicable taxing authority, there could be a materially adverse effect on the Partnership, and a Limited Partner may be found to have a different tax liability for that year than that reported on its federal income tax return. • Tax Audit. An audit of the Partnership by the Service or another taxing authority could result in adjustments to the tax consequences initially reported by the Partnership and may result in an audit of the returns of some or all of the Limited Partners, which examination could affect items not related to a Limited Partner’s investment in the Partnership. If audit adjustments result in an increase in a Limited Partner’s income tax liability for any year, such Limited Partner may also be liable for interest and penalties with respect to the amount of underpayment. The legal and accounting costs incurred in connection with any audit of the Partnership’s tax returns will be borne by the Partnership. The cost of any audit of a Limited Partner’s tax return will be borne solely by that Limited Partner. • Tax Changes. Significant legislative and budgetary proposals affecting tax laws have been made recently by the legislative and executive branches of the U.S. federal government. The likelihood of enactment of any such proposals into law is uncertain. The enactment of any such proposals, including subsequent proposals, into law could have material adverse effects on the Partnership and/or the Limited Partners. • Tax on Profits Whether or Not Distributed or Received. If the Partnership has taxable income in a fiscal year, each Limited Partner will be taxed on this income in accordance with its distributive share of the Partnership’s profits, whether or not such profits have been distributed. It is therefore possible that the Limited Partners could incur income tax liabilities without receiving sufficient distributions from the Partnership to defray such tax liabilities. In order to satisfy its tax liability in such a case, a Limited Partner would need sufficient funds from sources other than the Partnership. Furthermore, the Partnership may make investments with respect to which the Partnership recognizes income for U.S. federal income tax purposes prior to receiving the cash or realizing the income as an economic matter. In addition, the Partnership may recognize income for U.S. federal income tax purposes that does not reflect income as an economic matter. Such recognition of income prior to receipt of an economic benefit, if any, may result in 17  increased tax liability for the Limited Partners. • Unrelated Business Taxable Income. The Partnership may make investments or engage in activities that will give rise to unrelated business taxable income (“UBTI”). The Partnership may elect to participate in investments that give rise to UBTI through entities that are treated as partnerships for U.S. federal income tax purposes. Because of the “flow- through” principles applicable to partnerships, if UBTI is earned by the Partnership, a tax- exempt Limited Partner in the Partnership will realize UBTI. Because of the General Partner’s objective of maximizing the pre-tax returns of all the Limited Partners, the General Partner may be required to make certain decisions to maximize pre-tax returns that result in Tax-Exempt Limited Partners (as defined below) recognizing more UBTI than might otherwise be the case. In some cases, the General Partner may forego actions with regard to the acquisition, financing, management, and disposition of assets that would reduce UBTI because such actions would reduce the overall pre-tax returns to all the Limited Partners. • Valuations. From time to time, certain situations affecting the valuation of the Partnership’s investments (such as limited liquidity, unavailability or unreliability of third-party pricing information and acts or omissions of service providers to the Partnership) could have an impact on the net asset value of the Partnership, particularly if prior judgments as to the appropriate valuation of an investment should later prove to be incorrect after a net asset value-related calculation or transaction is completed. The Partnership is not required to make retroactive adjustments to prior subscription or withdrawal transactions, management fees or performance allocations based on subsequent valuation data. • Withdrawals. A withdrawal of a Limited Partner poses an investment risk to the remaining Partners. To the extent that the Partnership’s performance is intended to be gauged by overall performance throughout the term of the Partnership and a Limited Partner is permitted to withdraw from the Partnership at a time when the Partnership’s assets are valued at cost or higher, the remaining Partners may bear a greater share of the losses realized by the Partnership if the value of the Partnership assets declines after the withdrawal date. Substantial withdrawals of Interests in the Partnership could require the Partnership to liquidate its positions more rapidly than otherwise desired in order to raise the cash necessary to fund the withdrawals. Illiquidity in certain securities could make it difficult for the Partnership to liquidate positions on favorable terms, which could result in losses or a decrease in the net asset value of the Partnership. The risks posed by significant withdrawals may be mitigated in part by the Partnership’s two- year holding period requirement, the twenty percent (20%) limitation on withdrawals as of any withdrawal date and the limitations on withdrawals pertaining to Special Investments, as described above. • Withdrawal Restrictions. There are severe restrictions on withdrawals from the Partnership (which may be settled in securities rather than cash) and on transfers of Interests in the Partnership. The prior written consent of the General Partner is required for a transfer of the Interest of any Limited Partner. Because of the restrictions on withdrawals and transfers, an investment in the Partnership is a relatively illiquid investment and involves a high degree of risk. A subscription for Interests in the Partnership should be considered only by persons financially able to maintain their investment and who can accept a loss of all of their investment. • Cybersecurity Risk. The computer systems, networks and devices used by the Firm and its affiliates in the management of the Fund and their respective service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks or devices potentially can be breached. The Partnership and their Limited Partners could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include: unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, 18  • disable, slow or otherwise disrupt operations, business processes, or website access or functionality. Other incidents, such as user errors, power outages and catastrophic events such as fires, floods, hurricanes and earthquakes, may also result in cybersecurity breaches. Cybersecurity breaches may cause disruptions and impact business operations, potentially resulting in financial losses to the Partnership; interference with the Firm’s ability to calculate the net asset value of the Partnership; impediments to trading; the inability of the Firm and other service providers to transact business; violations of applicable privacy and other laws (including the release of private investor information); regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Investments by Benefit Plans. The Firm generally intends that the assets of a majority of the Partnership will not constitute “plan assets” for purposes of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and/or the U.S. Internal Revenue Code of 1986, as amended (the “Code”). No assurance can be given that Fund assets will never constitute “plan assets.” If the Partnership’ assets were to constitute “plan assets” for purposes of ERISA and/or Section 4975 of the Code, the administration and operation of the Partnership would be subject to ERISA and/or Section 4975 of the Code, the Firm and other persons providing investment advice to the Partnership, if any, could become fiduciaries of Plans (as hereinafter defined) subject to ERISA and/or Section 4975 of the Code that invest in the Partnership, Fund transactions could constitute prohibited transactions under ERISA and/or Section 4975 of the Code, and there could be adverse consequences for the Partnership and for certain plan investors (as hereinafter defined) invested in the Partnership. Plans and their financial and legal advisors should consider this risk before making any investment in a Fund. While no assurances can be given, the Firm intends to manage participation in the Partnership by plan investors in a manner designed to prevent assets of the Partnership from constituting “plan assets.” • Limited Regulatory Oversight. It is not anticipated the Partnership will register as an investment company under the Investment Company Act. Accordingly, the protective provisions of such Act and the regulations promulgated thereunder (which, among other things, require investment companies to have a majority of disinterested directors, prohibit an investment company from engaging in certain transactions with affiliates of its adviser and impose limits on the use of leverage) are not applicable to the Partnership. In addition, the Firm currently is not registered as a commodity pool operator under the Commodity Exchange Act, as amended. Although the exemption from such registration that the Firm currently relies upon is contained in a regulation that may be rescinded by the U.S. Commodity Futures Trading Commission effective December 31, 2012, the Firm may determine to seek to rely upon an alternative exemption from such registration thereafter (if available). In the absence of such registration, Limited Partners will not be afforded any of the protective provisions of such Act and the regulations promulgated thereunder. It is not expected that any share class of the Partnership will be registered under Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the “’34 Act”), and, accordingly, the Partnership will not be required to file such periodic and other reports with the SEC as are filed by U.S. public reporting companies. • Future Regulatory Developments. Legal, tax and regulatory developments that would adversely affect the Partnership could occur. The regulatory environment for hedge funds and other private investment funds is evolving, and changes in the regulation of private investment funds and their investment and trading activities may adversely affect the ability of the Partnership to pursue their investment strategy, their ability to obtain leverage and financing and determine the value of its investments. In recent years, there has been an increase in governmental, as well as self- regulatory, scrutiny of the alternative investment industry in general. For example, the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010, which makes significant changes to the regulation of banks, hedge 19  funds and other financial services firms, is still in the process of being clarified and implemented by Federal agency rulemaking and interpretation. The exact nature and scope of the impact of such Act on the Partnership and Firm is not yet clear. Investors should refer to the Fund’s offering or governing documents for a more complete description of the risks involved in investing in the Fund. Pandemic Outbreak Risk. The recent global outbreak of the 2019 novel coronavirus (“COVID-19”), together with resulting voluntary and U.S. federal and state and non-U.S. governmental actions, including, without limitation, mandatory business closures, public gathering limitations and restrictions on travel and quarantines, has meaningfully disrupted the global economy and markets. Although the long-term economic fallout of COVID-19 is difficult to predict, it has and is expected to continue to have ongoing material adverse effects across many, if not all, aspects of the regional, national and global economy. In particular, the COVID-19 outbreak has already, and will continue to, adversely affect the investments and the industries in which the Firm invests on behalf of its clients and the Partnership. Furthermore, though the Firm has implemented a business continuity plan, the plan could fail and the Firm’s ability to operate effectively, including the ability of its personnel or its service providers and other contractors to function, communicate and travel to the extent necessary to carry out the Firm’s investment strategies and objectives and the Firm’s business and to satisfy its obligations to its clients and the Partnership, and pursuant to applicable law, has been, and will continue to be, impaired. The spread of COVID-19 among the Firm’s personnel and its service providers would also significantly affect the Firm’s ability to properly oversee the affairs of the investment of its’ clients and include key investment the Partnership (particularly to the extent such impacted personnel professionals or other members of senior management), which could result in a temporary or permanent suspension of a Firm’s investment activities or operations. The foregoing risk factors do not purport to be a complete explanation of all of the risks involved in the offering. Prospective investors should read the Memorandum and the Partnership Agreement in their entirety before determining whether to subscribe for a Limited Partner Interests. In view of the foregoing considerations, an investment in the Partnership is suitable only for potential investors who are capable of bearing the relevant investment risks. Past performance is not indicative of future results. Investing in securities and the Partnership involves a risk of loss that you, as a client and/or a Limited Partner in the Partnership, should be prepared to bear. The risks described above are not a complete list of all risks associated with the described investment strategies. In addition, as a Client’s investment program develops and changes over time, an investment in such Client may be subject to additional and different risk factors. Item 9: Disciplinary Information Item #9 is not applicable to the Firm. Item 10: Other Financial Industry Activities and Affiliations Neither WFLLC nor its representatives are registered as, or have pending applications to become: a broker/dealer or a representative of a broker/dealer, a Futures Commission Merchant, 20  Commodity Pool Operator, or a Commodity Trading Advisor Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests As disclosed in Item #4 above, WFLLC is the Investment Manager to the Partnership and an affiliate of the General Partner, which Mr. Womack is the managing member of the General Partner. One purpose of the Partnership is to allow Limited Partners to invest in various investments on a more cost-effective trading basis. These Limited Partners are solicited to invest in the Partnership. The Firm does not solicit its clients that received Portfolio Management Services to invest in the Partnership, however if a client that received Portfolio Management Services by the Firm inquires about the Partnership, the Firm may discuss the investment strategies of the Partnership if the Firm believes the Partnership is an appropriate investment strategy for the client based on the goals and risk tolerance of the client. Because of our affiliation with the Partnership, the Firm has a conflict of interest when recommending the Partnership to clients over other alternatives. If a client receiving Portfolio Management Services and also invests as a Limited Partner in the Partnership, the Firm does not include the value of the client’s interest in the Partnership in calculating the client’s Portfolio Management Fee. However, that client’s assets invested in the Partnership will be subject to the customary Partnership fees outlined in Items #5 and #6 above. Prior to investing in the Partnership, all Limited Partners will execute a Subscription Agreement, Partnership Agreement and receive a Memorandum and disclosures. Please refer to Item #4 above and Item #11 below for more details. Selection of Other Advisers or Managers WFLLC does not utilize nor select third-party investment advisers. All assets are managed by WFLLC. Other Business Mr. Womack is a managing member of EntreCapital, LLC, which may provide general consulting and management services to individuals, companies and partnerships. In addition, Mr. Womack is a passive investor in Friendly Bookkeeping. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading The Firm has adopted a Code of Ethics (the “Code”). The Code provides that each employee should place the interests of the Firm’s clients ahead of their own. Each employee is required to conduct all personal securities transactions in a manner that is consistent with the Code and to avoid any actual or potential conflict of interest. No employee may misuse information about client accounts, abuse his or her position of trust and responsibility or take inappropriate advantage of his or her position. The Firm has a policy concerning trading by personnel of the Firm and its employees, the receipt of and giving of gifts, political contribution and outside business activities, which the Firm believes is reasonably designed to minimize potential conflicts of interest between the Firm and its’ Clients. A copy of the Code is available free upon request to any client or prospective client. Insider Trading Policy 21  It is further noted that the Firm has policies and procedures in place that are reasonably designed to ensure compliance with the Insider Trading and Securities Fraud Enforcement Act of 1988. Specifically, the Firm has adopted a firm-wide policy statement that outlines insider trading compliance by the Firm and its associated persons or other employees. This statement has been distributed to all associated persons and other employees of the Firm and has been signed by each such person. Further, the Firm has adopted a written supervisory procedures statement highlighting the steps that shall be taken to implement the firm-wide policy. There are provisions adopted for (1) restricting access to files, (2) restricting and/or monitoring trading on those securities of which the Firm’s employees may have non-public information, and (3) monitoring the securities trading of the Firm and its employees and associated persons. Participation or Interest in Client Transactions. The Firm and certain employees and affiliates of the Firm from time to time invest in the Partnership, either through the General Partner or as Limited Partner of the Partnership. The Partnership or its General Partner, as applicable, routinely reduces all or a portion of the Management Fee and Performance Fee related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential investors in the Partnership may request additional information that is not customarily provided, the Firm from time to time, may provide certain information to one or more prospective investors or Limited Partners that it does not provide on an ongoing basis. The Firm may purchase or sell for the Partnership or its clients that receive Portfolio Management Services securities of an issuer in which the employees of the Firm or related persons also have a financial position or interest. Conflicts of Interest The Firm engages in a broad range of activities, including investment activities for its own account and providing transaction-related, investment advisory, management and other services to the Partnership and clients that received Portfolio Management Services. In the ordinary course of conducting its activities, the interests of the Partnership and client will from time to time conflict with the interests of the Firm. Certain conflicts of interest, as well a description of how the Firm addresses such conflicts of interest, can be found below. As mentioned above, WFLLC advises both clients receiving Portfolio Management Services and Investment Manager to the Partnership. Due to this role WFLLC and its investment adviser representatives may have an economic incentive to recommend or make investments on behalf of a client or the Partnership, which is a conflict of interest and biases the objectivity of the advice rendered by WFLLC and its investment adviser representatives to its clients and/or the Partnership. in the Partnership should invest in Clients are under no obligation to invest in the Partnership if offered or recommended by WFLLC representatives. Due to the significant conflict of interest with the Firm, its affiliates, principals, employees and/or related persons and the Partnership, WFLLC recommends that prior to making an investment in the Partnership, potential Limited Partners obtain a “second opinion” from an independent investment advisor unaffiliated with WFLLC as to whether a potential investor the Partnership. WFLLC requires all recommendations to be made in a client’s and the Partnership’s best interest without regard to the personal interests of WFLLC or its investment adviser representatives. As noted above, the Firm has adopted policies and procedures designed to prevent and mitigate 22  such potential conflicts of interest (e.g., review of client and Partnership transactions by Firm’s Compliance Department, prior employee trade approval from its Compliance Officer with respect to personal securities transactions, etc.). Mr. Womack, principal of WFLLC, maintains a material amount of his personal public market investments in the Partnership. The chef, in this case, eats his own cooking. Clients and Limited Partners in the Partnership should be aware that conflicts will not necessarily be resolved in favor of their interests, and the Firm will attempt to resolve such matters fairly, but even fair resolution could potentially be resolved in favor of the Partnership that fees or performance fees or in which the Firm or its affiliates have a significant proprietary interest. Item 12: Brokerage Practices Factors Used to Select Custodians and/or Broker/Dealers the Firm Recommends As mentioned above in Item # 5, the Firm generally recommends that its Portfolio Managed Account clients use Schwab and to a lesser extend Altruist as the qualified custodian/broker- dealer to hold their investment assets. For the Partnership, the Firm engages (i) Interactive Brokers for custody and prime brokerage services and (ii) Prosperity Bank for cash management. Factors the Firm considers in recommending Schwab/Altruist include historical relationship with the Firm, financial strength, reputation, execution capabilities, pricing, research, and service. Although the commissions and/or transaction fees paid by clients shall comply with the Firm's duty to obtain best execution, a client may pay a commission that is higher than another qualified broker- dealer might charge to effect the same transaction where the Firm determines, in good faith, that the commission/transaction fee is 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 broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although the Firm will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. The brokerage commissions or transaction fees charged by the Schwab/Altruist are exclusive of, and in addition to, the Firm's Fees. The Firm’s best execution responsibility is qualified if securities that it purchases for client accounts are mutual funds that trade at net asset value as determined at the daily market close. Some clients may be unable to select Schwab/Altruist because (i) the account is a “defined contribution plan,” in which the administrator and/or trustee of the account has sole discretion on the selection of the custodian/broker for custodial and execution services or (ii) the client is affiliated with a securities firm (for example, investment bankers), and required by their employer to maintain their investment account at the employer. For these type of situations, the Firm will be limited to trading a client’s account through the client’s designated broker. In addition, there is the potential that the client could pay higher net execution costs than it would have paid if the client selected Schwab/Altruist to provide custody and execution services for the client’s account(s) managed by the Firm. The Firm shall, however, review from time to time the arrangements with the recommended custodian against other possible arrangements in the marketplace to ensure that the Firm is achieving best execution. As such, limitations will exist with respect to competitive pricing of investments and execution costs. Benefits from the Recommended Custodian The Firm receives from Schwab/Altruist such products and services that help the Firm to better 23  manage and administer each client’s accounts. These services and/or benefits are received at no additional cost to the client or Firm. Such services are computer software and related systems support that allow the Firm to better monitor client accounts maintained with recommended custodians. The recommended custodian also provides the Firm and its clients with access to institutional brokerage-trading, custody, reporting, and related services, which are not typically available to retail customers. It also makes available various support services to the Firm, which help manage or administer client accounts. In addition, the Firm may receive the following benefits: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively serves institutional brokerage group participants; access to block trading services that provide the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts, and/or access to an electronic communication network for client order entry and account information, facilitate payment of the Firm fees from client’s accounts, and assist with back-office functions, recordkeeping and client reporting. The availability of these services benefits the Firm because it does not have to produce or purchase such services. The services are not contingent upon the Firm committing any specific amount of business to the recommended custodian. The benefits the Firm receives, that its clients may also benefit from, may give the Firm an incentive to recommend clients to maintain their accounts with the recommended custodian. Based on the Firm’s interest in receiving services that benefit the Firm’s business rather than based solely on the client’s interest, the Firm’s clients may not receive the best value in custody service and the most favorable execution of the client’s transactions. In the opinion of the Firm, this does not disadvantage Firm’s clients, because (i) the Firm’s selection is primarily based on the scope, quality, and pricing for Schwab/Altruist and (ii) these services are those that are generally provided (without cost) to investment advisors by other custodians. Use of Soft Dollars The Firm does not participate in any formal soft dollar arrangements in which it receives credits from broker-dealers that may be used to offset the cost of research provided by such broker-dealer. We use Charles Schwab & Co., Inc. (Schwab), Interactive Brokers, my529, and Altruist (referred to as “custodians”) as the qualified custodian(s). The custodians will hold your assets and buy and sell securities when we/you instruct them to. The custodians provide us and our clients with access to trading, custody, reporting and related services. The custodians also make available various support services. Some of those services help us manage or administer our clients’ accounts. The custodians’ support services are generally available on an unsolicited basis (we do not have to request them) and at no charge to us as long as we keep our clients’ assets in accounts at the applicable custodians. Valuation The Firm will rely on the custodians and/or independent third party pricing services to value securities in each client’s account(s) and the Partnership that are listed on a national securities exchange or on NASDAQ at the last quoted sales price on the principal market where the securities are traded. If the Partnership holds private investments, the Investment Manager values such securities at their historical cost, subject to the Investment Manager’s discretion versus valuating such investments at their fair market value in accordance with generally accepted accounting principles. Trade Errors When this occurs, the Firm will correct the trade, depending on the facts and circumstances associated with the error. Trading errors will be corrected at no cost to client. In most cases, the Firm will correct trade errors via the executing broker-dealer’s trade error desk. This 24  process effectively cancels the original trade and replaces it with the correct trade by moving the original trade into the Firm’s Trade Error Account (“Error Account”) and putting the correct trade into the client’s account. In other words, the original trade (the trade made in error) is removed from the client’s account and has no impact on the client. If there is a cost associated with this correction, such cost is borne by the Firm. Occasionally, this method of correcting an error results in a gain. Because this gain actually occurs in the Firm’s Error Account, the Firm does not credit such gains to the client’s account. Balancing the Interests of Multiple Client Accounts The Firm may manage numerous accounts with similar or identical investment objectives or may manage accounts with different objectives that may trade in the same securities. Despite such similarities, portfolio decisions relating to a client’s investments and the performance resulting from such decisions may differ from client to client. Aggregating (Block) Trading for Multiple Client Accounts The Firm will not necessarily purchase or sell the same securities at the same time or in the same proportionate amounts for all eligible clients, particularly if different clients have materially different amounts of capital under management by the Firm or different amounts of investable cash available. Therefore, not all clients will necessarily participate in the same investment opportunities or participate on the same basis. The Firm may allocate investment and trading opportunities among various clients and the Partnership in a manner believed by the Firm to be fair and equitable to each client over time. WFLLC may place a “Block Trade” to purchase or sell the same security for multiple accounts if the Firm believes it will result in a more consistent execution among clients. The Firm will not include a client in a Block Trade unless the transaction is consistent with the client’s investment objectives and/or restrictions. In determining to include or exclude a client’s account in a Block Trade, the Firm will take into account the following factors: • The client’s investment objectives and strategies • The composition, size, and characteristics of an account • The cash flows and amount of investment funds available to each client • The amount already committed by each client to a specific investment. • Each client’s risk tolerance and the relative risk of the investment • The marketability of the security being considered. • Whether the Firm has trading discretion over the account. Item 13: Reviews of Accounts Frequency and Nature of Periodic Reviews All client accounts and the Partnership are reviewed at least quarterly by Mr. Womack, with regard to their respective investment policies and risk tolerance levels. All accounts at WFLLC are assigned to this reviewer. Additional reviews can be triggered by material market, economic or political events, or by changes in a client's financial situations (such as retirement, termination of employment, physical move, or inheritance). Content and Frequency of Regular Reports Provided to Clients 25  Clients who receive Portfolio Management Services shall receive a monthly account statement directly from its’ qualified custodian. The statement will detail the client’s account(s), including assets held, asset value, and management fees charged. Limited Partners of the Partnership typically receive, among other things, a copy of the Partnership’s audited financial statements within 120 days after the fiscal year end of the Partnership, as well as a quarterly statement. WFLLC may from time to time, in its sole discretion, provide additional information relating to the Partnership to one or more Limited Investors in the Partnership as it deems appropriate. Item 14: Client Referrals and Other Compensation WFLLC does not receive any economic benefit, directly or indirectly, from any third party for advice rendered to clients or the Partnership. In addition, the Firm does not directly or indirectly compensate any person who is not an employee of the Firm or its affiliates for client referrals. Item 15: Custody Clients that receive Portfolio Management Services, their Fees are deducted directly from their account(s) by the custodian, WFLLC will be deemed to have limited custody of client's assets and pursuant the terms of the CSA have a limited power of attorney 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. The Firm may be deemed to have constructive custody pursuant to Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Custody Rule”), as a result of fee payments or the service of its affiliates as general partner to the Partnership. Actual custody of the Partnership’s publicly trades securities are held by Interactive Brokers and Prosperity Bank custodies the Partnership’s cash holdings. In addition, the Firm directly holds the Partnership’s private assets (equity and debt) which are unable to be custodied at Interactive Brokers. To ensure compliance with the Custody Rule, the Firm reasonably believes that all Limited Partners in the Partnership will be provided with audited financial statements for the Partnership, prepared by an independent public accountant that is registered with, and subject to regular inspection by the Public Company Accounting Oversight Board, in accordance with International Financial Reporting Standards, within 120 days of the end of the Partnership’s fiscal year. Item 16: Investment Discretion WFLLC provides discretionary investment advisory and to a lesser extent non-discretionary services to clients. The CSA established with each client sets forth the discretionary or non- discretionary authority for trading. Where investment discretion has been granted, WFLLC 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. WFLLC maintains discretionary authority for the Partnership to select the securities to be bought 26  or sold, the broker/dealer to utilize and the commission rates (and other brokerage expenses) to be paid by the Partnership. Item 17: Voting Client Securities (Proxy Voting) Clients have the option to assign WFLLC the responsibility for voting all proxies and client securities for their account(s). WFLLC also votes all proxies for the Partnership. If WFLLC is not responsible for voting client proxies, 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. When WFLLC is responsible for voting a client’s proxies or the Partnership’s, it has developed and implemented proxy-voting policies and procedures. Clients may obtain a copy of WFLLC complete proxy voting policies and procedures by calling WFLLC at (214) 843-0070. Clients can also request, in writing, information on how its’ proxies were voted by the Firm. If any client requests a copy of WFLLC's complete proxy policies and procedures, or how WFLLC voted proxies for his/her accounts, WFLLC will promptly provide such information to the requesting client. When voting proxies, WFLLC evaluates, on a case-by-case basis, all proposals submitted by firms where our clients have an investment. In this regard, our voting responsibility is to protect and enhance the value of assets under management for the exclusive benefit of the clients' portfolio beneficiaries. When voting proxies, the Firm will typically vote in alignment with the security issuer’s management recommendations but may deviate from their recommendations when the Firm believe doing so is in the best interests of our clients. Item 18: Financial Information The Firm is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial conditions reasonably likely to impair its ability to meet contractual commitments to its clients and/or the Fund and has never been the subject of a bankruptcy petition. As such, the Firm has nothing to disclose pursuant to this Item #18. Item 19: Requirements For State Registered Advisers Not Applicable 27