A. Firm Background & Principal Owners WIN Advisors, Inc. (referred to as “WIN,” “Firm,” “we,” or “us”) is a Florida corporation headquartered in Palm Beach Gardens, Florida. We have been in business since 2018. WIN is registered with the SEC as an investment adviser. World Investment Network, Inc. is the sole owner of WIN. WIN is related to Money Concepts Capital Corp. (“MCCC”) through common ownership. MCCC is a dually registered broker dealer and investment adviser and a member of the Financial Industry regulatory Authority. Certain of WIN’s investment adviser representatives (“IARs”) are registered as broker-dealer registered representatives of MCCC; and a portion of the broker-dealer registered representatives of MCCC are registered as investment adviser representatives of WIN. In this Brochure, the term “Representative” refers to both investment adviser representatives and broker- dealer representatives, as the context requires. In this Brochure, we describe our investment advisory services, investment strategies, conflicts of interest, fees, and other important information. If you have any questions about WIN or our services, please contact us at the phone number, email address, or street address shown on the front of this Brochure. B. Managed Account Programs 1. Guided Portfolio Solutions Program – Overview The Guided Portfolio Solutions program is a managed account service that enables participants to choose from various Money Managers. WIN will direct the investment and reinvestment of the assets in the Account, in accordance with the information provided directly by the Participant or through the IAR. WIN will execute a copy of this Agreement acknowledging receipt and agreeing to manage the Account investments, which may be on a non-discretionary or discretionary basis, depending on the program selected and subject to the account meeting WIN's minimum account size. Clients are not required or expected to purchase a variable product to participate in the Program; however, certain investments may only be available as subaccounts of a variable product. Additionally, the Program’s portfolios are limited to certain mutual fund families and variable products, which will likely change from time to time. The Representative will explain the fund families and variable products that are currently eligible for the WIN Advisory Account Program, and each of the portfolios. Although many clients in the Program will already own mutual funds or variable products that provide “exchange” privileges within the fund family or variable product subaccounts without charge, the Firm will have the authority, when consistent with seeking the portfolio’s objectives, to exchange the client’s investments for shares to which the client’s exchange privileges may not apply, or to redeem the client’s investment in a fund and reinvest in a different fund family. If the client wishes to participate in a program through subaccounts of a variable product but does not already own a variable annuity or variable life insurance contract, the client will be required to purchase a variable annuity or variable life contract and will incur sales charges and other transaction expenses. Please refer to Item 5.E for further information about compensation the Representative will receive if you purchase securities or insurance products. Unless otherwise noted as full compensation for services under this agreement, the Participant agrees to pay WIN a quarterly fee of .5% (2% annually) for all programs. This schedule is subject to change with thirty (30) days written notice to Participant. This Advisory fee may, at the discretion of the IAR or Advisor, be reduced. The fee is payable in advance on the effective date of the agreement prorated to the next quarter end. Thereafter, fees shall be computed and paid not less frequently than quarterly based on the value of the account on the last business day of the previous quarter end. Contributions and withdrawals are netted against each other to calculate the flow bill/refund amount. Flow Billing is processed in arrears, at the end of each quarter (debits or credits occur on or around the 7th business day of the new quarter), and transactions are separate from the regular quarterly billing. In addition to the quarterly fee, clients participating in programs under the GPS agreement will be subject to a one-time 2 1/2% financial planning fee, which may be waived in part or in full at the discretion of the Investment Advisor Representative or WIN. Managed Account Services offered through the Guided Portfolio Solutions agreement are as follows:
• Liberty One Portfolios
• Strategic Portfolios
• Dynamic Portfolios Through the Liberty One Portfolios, WIN and Sub Advisor will allocate Client's investment into selected securities that include, but are not limited to select No-Load Mutual Funds, Load Mutual Funds at NAV, Stocks, Exchange Traded Funds, Money Market funds and Closed-End Funds. WIN and Sub Advisor will continually periodically review and make adjustments to participating accounts. Minimum investment for all program accounts is $10,000 except for participants electing the Liberty One Tactical Income, Tactical Growth, Liberty One HD and Spectrum allocations. Minimum investment for Tactical Income, Tactical Growth and Liberty One HD allocations is $50,000. Minimum investment for the Spectrum allocation is $100,000. Through Strategic Portfolios, WIN will allocate Participant's investment into selected load and no load funds at net asset value. WIN will continually review and make adjustments to participating accounts. WIN manages the participant's assets on a discretionary basis. Minimum account size is $25,000 - Minimum quarterly fee is $62.50. Through Dynamic Portfolios, WIN will allocate Participant’s investment using investment advisory software. The software is a quantitative, logic-based system that makes investment recommendations proactively instead of reactively; our algorithm analyzes price movement and allocates among exchange-traded-funds based on what the price is doing currently and not what has happened in the past. Models of funds are assembled within the software according to desired asset category, risk-profile, liquidity, custodial trading restrictions, or other criteria as required by clients. Models are then placed within a portfolio thereby allowing the software to run its continuous analysis and enabling recommendations that are adaptive to ever-changing markets. These advisory accounts are managed on a discretionary basis. Account supervision is guided by the client's stated portfolio objectives which may include, but not be limited to, Conservative Total Return, Aggressive Total Return or a Low Correlation portfolio to the S&P 500. On a best efforts basis and where able and appropriate, Clients may impose reasonable restrictions that are mutually agreed upon in writing by the client that relate to investing in certain securities, types of securities, or industry sectors. In addition, the client may instruct us to utilize stop loss orders on select broad market Exchange Traded Funds (ETFs). Our investment recommendations are not limited to any specific product or service offered by a broker-dealer, trust company or insurance company and will generally include advice regarding the following securities:
• Exchange-listed securities
• Securities traded over-the-counter
• Foreign issuers
• Corporate debt securities (other than commercial paper)
• Commercial paper
• Certificates of deposit
• Municipal securities
• Mutual fund shares
• Unit investment trusts
• United States government securities
• Options contracts on securities
• Interests in partnerships investing in real estate Because some types of investments involve certain additional degrees of risk, we will only implement/recommend them when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. In addition to quarterly advisory fees, participants of this program are subject to transaction charges in accordance with the charges as disclosed on the brokerage new account form. 2. Reality Check My Investments Program – Overview WIN offers discretionary asset management services through the Reality Check My Investments robo-adviser platform. The asset management process begins with the collection of information from the client through our website. This information helps us determine the client’s risk tolerance and tax bracket. Once we analyze this information, our software creates a portfolio allocation model that is most suitable for the client. The account’s performance is monitored on a continuous basis, and the account is rebalanced whenever necessary or as changes occur in market conditions. To participate in the program, the client is required to agree to provide WIN with all material information concerning their personal and financial situation, investment objective and risk tolerance. Further, the client agrees to update their profile information promptly to reflect material change in circumstances which might affect the manner in which assets should be invested and to provide WIN with such information as it shall be reasonably requested. The negotiable annual fee for the Reality Check My Investments program is 1.00% of assets under management, payable quarterly in advance. The annual fee is exclusive of, and in addition to brokerage commissions, transaction fees, and other related costs and expenses which will be incurred by the client and charged by Interactive Brokers, the account custodian. We will not receive any portion of the commissions, fees, and costs incurred by Reality Check My Investments accounts. At the inception of investment management services, the first pay period’s fees will be calculated on a pro-rata basis. The Agreement between WIN and the client will continue in effect until either party terminates the Agreement in accordance with the terms of the Agreement. WIN’s annual fee will be pro-rated through the date of termination and any remaining balance shall be refunded to the client in a timely manner. C. FINANCIAL PLANNING & CONSULTING SERVICES
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Enterprise 360 Financial Planning Program
• Consulting Services Program (World Class Consulting Services)
• The Journey
• The Summit 1. Enterprise 360 Financial Planning Services We provide the Enterprise 360 financial planning services designed to assist clients in developing solutions for a wide variety of financial issues and priorities. At the outset of the process, we ask clients to provide us with information about the client's current financial status, future goals, and attitudes towards risk. The following services are available to you through the Enterprise 360 services at the client’s discretion:
• Discovery Process
• Strategic Wealth Planning Session(s)
• Development Of A Personalized Wealth Program
• Your Own Wealth Book With Updates
• Periodic Personal Consultations
• Ongoing Telephone and E-mail Consultations The engagement for Enterprise 360 services is in effect for a period of one year with an automatic renewal, unless terminated in writing by either party. Either party may terminate the engagement at any time for any reason. In which case, termination of the Enterprise 360 agreement shall take effect on the next business day following the other party’s receipt of the written notice. Annual fees for Enterprise 360 services will be negotiated on a client-by-client basis, subject to a minimum fee of $500 annually. This fee will be paid in advance and is refundable within 30 days from the date of the Enterprise 360 Agreement, prorated for services actually provided through the date of termination. Caution Regarding Projections. If in the course of providing Enterprise 360 services we develop projections for you, whether of estimated future income, expenses, inflation, tax liabilities, or other matters, we will rely on the information you provide and on certain assumptions about key economic, financial, and tax matters. While we believe the assumptions will be reasonable at the time made, there is no assurance that these assumptions will prove correct; our projections may not reflect your actual experience. 2. World Class Consulting Services Selected Representatives are authorized to provide Consulting Services regarding retirement, estate, insurance, investment research, and administrative matters for a negotiated of up to $450 per hour. Fees for professional services will be billed based on the time expended at the agreed hourly rate for the service(s) rendered. Either party may terminate this relationship at any time for any reason by written notice. In which case, termination of the agreement shall take effect on the next business day following receipt of written notice, and fees will be payable for services performed through the date of termination. 3. The Journey The Journey 360 is designed to provide financial services that help individuals and families navigate their financial future and reach their financial goals. The client(s) and advisor work as a team to access tens of thousands of products from over 250 companies and tailor an investment plan unique to each client. Services available through the Journey 360 are:
• Identify your destination and goals
• Inventory current resources
• Identify resource shortages
• Begin your journey
• Monitor your progress
• On-going telephone and e-mail consultations The engagement for the Journey 360 services is in effect for a period of one year with an automatic renewal, unless terminated in writing by either party. Either party may terminate the engagement at any time for any reason, in which case, termination of the Journey 360 agreement shall take effect on the next business day following the other party’s receipt of the written notice. Annual fees for Journey 360 services will be negotiated on a client-by-client basis, subject to a minimum fee of $500 annually. This fee will be paid in advance and is refundable within 30 days from the date of the Journey 360 Agreement, prorated for services actually provided through the date of termination. 4. The Summit The Summit 360 is a continuation of the Journey 360 for clients who have achieved significant goals such as retirement. The client and advisor will identify goals, current resources and resource shortages then designs an itinerary and course to help them reach their financial goals. In addition to the services listed above for the Journey 360, these areas may also be addressed: the client’s purpose, health, family, money, estate and legacy. The engagement for the Summit 360 services is in effect for a period of one year with an automatic renewal, unless terminated in writing by either party. Either party may terminate the engagement at any time for any reason, in which case, termination of the Journey 360 agreement shall take effect on the next business day following the other party’s receipt of the written notice. Annual fees for Summit 360 services will be negotiated on a client-by-client basis, subject to a minimum fee of $2500 annually. This fee will be paid in advance and is refundable within 30 days from the date of the Summit 360 Agreement, prorated for services actually provided through the date of termination. D. NEGOTIABILITY OF PROGRAM FEES, ACCOUNT MINIMUMS & OTHER TERMS For all services, we have the discretion to negotiate our fees, minimum account size, minimum annual fees, and other terms of each client’s relationship with us, and to negotiate alternative fees, minimums, or other terms on a client-by-client basis. When considering and negotiating these matters, we usually consider, among other factors, the dollar amount of assets to be placed under management by the client and related accounts, anticipated future revenues and anticipated future additional assets or accounts from the client or related persons, and other existing or anticipated relationships. We may elect, in our discretion, to aggregate related client accounts for the purpose of achieving the minimum account size requirements and determining annualized fees. Waivers, discounts or more favorable terms not generally available to other clients may be offered to family members and friends of our employees and affiliates. The specific terms of each client’s advisory relationship will be agreed upon in writing by WIN and the client. E. SECURITIES FOR WHICH WE PROVIDE ADVICE WIN and its Representatives offer advice regarding a wide variety of investment products, including:
• exchange-listed or over-the-counter debt or equity securities
• warrants, commercial paper,
• money market funds, open-end investment companies (mutual funds),exchange-traded fund (ETFs); closed-end funds, and unit investment trusts
• variable life insurance, variable annuities, and their investment subaccounts
• certificates of deposit; municipal securities
• securities issued by the US Treasury, agencies, or government sponsored enterprises
• options contracts securities, interests in partnerships investing in real estate, oil and gas interests, and equipment leasing The securities for which we offer advice are more extensive than the investments we generally recommend to our clients. Please refer to the descriptions in this Item 4 and in Item 8 regarding the types of investments and strategies we recommend. F. TAILORED ADVISORY SERVICES & CLIENT-IMPOSED RESTRICTIONS We tailor our advice to the specific needs and objectives of the client. The Representative will help the client to understand and complete an account profile or questionnaire so that it accurately reflects the account’s financial situation, investment objectives, tolerance for risk, and investment time horizon, among other considerations, and will also answer client questions about the programs and our services. Based on the client’s investment profile, the Representative will recommend one of our investment management programs, or financial planning or consulting services suited to the needs of the client. Alternatively, for clients not interested in our advisory programs, the Representative (acting in his or her capacity as a registered representative of our broker-dealer and as a licensed insurance agent) will recommend the client purchase securities or insurance products. For clients seeking investment management services, the Representative will assist the client in selecting a suitable program, asset allocation or model portfolio, and where applicable, separate account manager. We permit clients to impose reasonable restrictions on the types of securities we recommend for their account, and permit clients to change the restrictions by written instruction to us. However, clients should be aware that the terms of any agreements with a third- party investment manager or sub adviser may restrict the client’s ability to impose restrictions on account investments. Once the client has approved the specific investment management program, asset allocation or model portfolio, and where applicable, third-party portfolio manager, the account will be managed to reflect the allocation or model, and achieve the objectives of the program and portfolio which the client has selected, subject to reasonable restrictions imposed by the client. Due to client restrictions and other differences regarding each account, performance of a client’s account may be different from the performance of other accounts in the same program or portfolio. G. CHANGES IN THE CLIENT’S CIRCUMSTANCES Clients are advised that changes in the client’s or an account’s financial situation, investment objectives, tolerance for risk, or investment time horizon may cause the program or strategy selected by the client to be no longer suitable. In the event of any such change, the client should contact the Representative or WIN promptly in order to identify another program or strategy that meets the client’s needs. H. INFORMATION ABOUT WRAP FEE PROGRAMS This item is not applicable to WIN. I. MANAGED ASSETS As of December 31, 2023, we manage approximately $246,320,864 in client assets on a discretionary basis and approximately $0 in client assets on a non-discretionary basis.