Who We Are Griffith & Werner, Inc. is a registered investment advisor1 offering personalized portfolio management and financial planning services to assist you, our client2, with creating financial stability and security and the financial independence you desire. Our History Griffith & Werner, Inc. (hereinafter referred to as “the Company”, “we”, “us” and “our”) has been offering advisory services since the inception of our firm in March of 1983. Owners The Company is controlled by the following persons: Name Title CRD# Gregory S. Phelps President & Chief Compliance Officer 4845819 Assets Under Management As of December 31, 2023, our assets under management totaled: Client Discretionary Managed Accounts .........................
Client Non-Discretionary Managed Accounts ...................
$ 139,298,897 $ 1,387,965 Our Mission Our mission is simple: to learn more about you, understand your needs, wants, and goals, and help you identify the personal finance strategies that may improve your lifestyle today and provide the foundation for a sound retirement in the years ahead. We do everything in our power to keep you focused on where you want to go, offer advice on how to get there, and continually remind you of the importance of maintaining a disciplined approach to realizing your dreams. What We Do We offer financial solutions that stress fiscal responsibility and shrewd planning that is not always about the accumulation of assets, which we believe has little to do with real happiness, but what is best for your personal health and well-being. Some of the best advice we could ever offer you is that success, achievement, and contentment in life have little to do with personal wealth but are instead related to lifestyle choices. These lifestyle choices are your 1 The term “registered investment advisor” is not intended to imply that Griffith & Werner, Inc. has attained a certain level of skill or training. It is used strictly to reference the fact that we are “registered” as a licensed “investment advisor” with the United States Securities & Exchange Commission (the “SEC”) – and “Notice Filed” with State Regulatory Agencies that may have limited regulatory jurisdiction over our business practices. 2 A client could be an individual and their family members, a family office, a foundation or endowment, a corporation and/or small business, a trust, a guardianship, an estate, another fiduciary or any other type of entity to which we choose to give investment advice. 4 unique values, life goals, and plans. Therefore, the economic solutions we develop, whether investment management and/or financial planning, reflect how you define true wealth not us. Our services include: Investment Management Depending on your monetary needs and investment objectives, time horizon, and risk tolerance, along with your unique desires, we can offer you three (3) Investment Management services. The Investment Management services are as follows: Portfolio Management Our Portfolio Management strategies focus on designing a portfolio allocation using primarily mix of equity (“stock”) positions and fixed-income/debt (“bond”) instruments with the occasional Investment Company (“mutual funds”) products and Exchange-Traded Funds (“ETFs”) to achieve the best return on your investment capital relative to your investment parameters 3. Investment parameters are defined as your personal benchmarks and tolerance to risk as outlined in your Investment Policy Statement (“IPS”).
Information regarding our management fee structure is disclosed under “Portfolio Management Fee” in Item 5, “Fees & Compensation” and further description of our investment strategies under Item 8, “Methods of Analysis, Investment Strategies & Risk of Loss”. Portfolio Monitoring We can also can recommend third-party money managers (“Portfolio Managers”) for you to choose from, whose investment disciplines most closely resemble your investment objectives as outlined in your IPS. Included in your IPS is: v An asset allocation study illustrating the balancing of investment return and risk, emphasizing spreading risk among various asset classes and investment vehicles as a classic way to increase portfolio security; and, v A recommended Portfolio Manager to implement your asset allocation strategy. Under these arrangements, we are not involved in the day to day management of your portfolio assets. Our responsibility will be to continuously evaluate the performance of your portfolio to ensure the Portfolio Manager adheres to the standards of your IPS and will make recommendations to you regarding the Portfolio Manager as market factors and your personal goals dictate. Information regarding our monitoring fee is disclosed under “Portfolio Monitoring Fee” in Item 5, “Fees & Compensation” and how we evaluate Portfolio Managers is discussed under Item 8, “Methods of Analysis, Investment Strategies & Risk of Loss.” Investment Consulting Investment consulting services are independent of any and all of our advisory services. Under this arrangement, we do not provide any on-going portfolio management, portfolio monitoring, or financial planning of your account. Such consulting may include, but are not limited to: v General and/or specific advice on investment selection v Construction of an IPS and asset allocation guideline 3 You may, at any time, impose restrictions in writing on the securities we may recommend (i.e., limit the types/amounts of particular securities purchased for your account, etc.). v Estate planning v Insurance planning You can find more information about our consulting services fees under “Investment Consulting Fee” below in Item 5, “Fees & Compensation”. Financial Planning Financial planning is one of the most important tools that successful people use to create an extraordinary personal life and business career. However, it requires a lifetime commitment, not only from us, the Financial Planner, but from you as well. What is a Financial Plan? Financial planning is an evaluation of the investment and financial options available to you based upon your defined lifestyle choices. Planning includes: (i) attempting to make optimal decisions; (ii) projecting the consequences of these decisions for you in the form of a financial plan – a working blueprint; and, (iii) implementing the protocols to achieve the objectives of the plan. Once complete the financial plan, or working blueprint, becomes the plumb-line to compare a future financial performance to be sure you are achieving your economic goals and objectives. Financial Planning Composition A financial plan can be coordinated – a mutually defined review of your personal financial life needs; or, targeted – a review, analysis and evaluation of a core area of financial need. In general, our financial planning may encompass one or more of the following areas of financial need as communicated by you: v Identify and clarify personal and family core values, mission, vision, and goals. v Preparation of the financial plan/roadmap, which encompasses your: ◆Current financial situation.
◆Liquidity and asset preservation needs.
◆Wealth accumulation and growth.
◆Wealth distribution and transfer.
More specifically the financial plan/roadmap may include, but is not limited to the following modules: ◆Financial Statements – Cash Flow and Balance Sheet.
◆Savings and Emergency Reserves.
◆Asset Allocation and Investment Portfolio Analysis.
◆Potential Income Tax consequences in collaboration with your tax advisor.
◆Risk Management and Insurance Analysis.
◆Retirement and Income Analysis.
◆Long-Term Healthcare.
◆Estate and Family Legacy Planning.
◆Business Succession Planning.
v Outline of recommendations, strategies, solutions and resources. v Prioritizing and implementing the written action plan. v Investment consultations that allow us to create and implement a customized investment strategy tailored to your long-term investment goals. ◆Prepare a professional investment proposal that will include a written Investment Policy Statement.
◆Access to our open-architecture platform with a variety of investment management solutions.
v Informative periodicals, market commentaries and research via e-mail and website. v Facilitate meetings with you and/or advisors or specialists within our professional network. v Coordinate and facilitate meetings with family members, business associates, partners or other key individuals to assist with implementing your action plan. Preparing the Financial Plan We gather the necessary information to complete our analysis through personal interviews, review of various documents supplied by you, and completion of one or more profile questionnaires. Information gathered may include statements regarding your current financial status, a list of assets, insurance, wills and/or trust documents, income and expenses, Social Security eligibility, and other information4 based on your financial status and future goals. You will find more information about our financial planning fees under “Financial Planning Fee” below in Item 5, “Fees & Compensation”. FEES & COMPENSATION Portfolio Management Fee Portfolio management is provided on an asset-based fee arrangement. Regardless of the portfolio account size, our management fee will not exceed 1.5% annually. The fee will be calculated monthly by multiplying the aggregate fair market value of your account on the last trading day of the prior calendar month by one-twelfth (1/12th) of the annual percentage rate (i.e., 1.35% 12 = 0.1125%). We generally require a minimum initial investment of $500,000 to open a managed account; however, we retain the right to waive or reduce this minimum if we feel circumstances are warranted. Protocols for Portfolio Management The following protocols establish how we handle our portfolio management accounts and what you should expect when it comes to: (i) managing your account; (ii) your bill for investment services; (iii) deposits and withdrawing funds from your account(s); and (iv) other fees charged to your account(s). Discretion Unless you request otherwise, we will establish discretionary trading authority on all management accounts to execute securities transactions at any time without your prior consent or advice. At any time however, you may impose restrictions, in writing, on our discretionary authority (i.e., limit the types/amounts of particular securities purchased for your account, etc.). 4 All information provided by and to you will be kept entirely confidential. Such information will be disclosed to third parties only with mutual written consent or as may be permitted by law. 5 Billing Your account will be billed monthly in arrears based on the aggregate, fair market value of your portfolio. For new managed accounts opened in the middle of the month, our fee will be based on a pro-rata calculation of the fair market value of your assets managed for the monthly period. We do not make partial refunds of our monthly fee for asset withdrawals you make during a calendar month. Advisory fees will be deducted first from any money market funds or cash balances. If such assets are insufficient to satisfy payment of such fees, a portion of the account assets will be liquidated to cover the fees. Fee Exclusions The above fees for all of our portfolio management services are exclusive of any charges imposed

by the custodial firm who has custody of your account; including, but not limited to: (i) any Exchange/SEC fees; (ii) certain transfer taxes; (iii) service or account charges, such as, postage/handling fees, electronic fund and wire transfer fees, auction fees, debit balances, margin interest, certain odd-lot differentials and mutual fund short-term redemption fees; and (iv) brokerage and execution costs associated with securities held in your managed account. There can also be other fees charged to your account that are unaffiliated with our management services. In addition, all fees paid to us for portfolio management services are separate from any fees and expenses charged on mutual fund shares by the Investment Company or by the investment advisor managing the mutual fund portfolios. These expenses generally include management fees and various fund expense, such as 12b-1 fees. Redemption fees, account fees, purchase fees, contingent deferred sales charges, and other sales load charges may occur but are the exception within managed accounts at institutional custodians. A complete explanation of these expenses charged by the mutual funds/ETFs is contained in each mutual fund’s or ETF’s prospectus. You are encouraged to carefully read the fund prospectus. For more information on the custodial firm that we will recommend to custody your portfolio accounts, see Item 12, “Brokerage Practices”. Termination of Portfolio Management Services To terminate our portfolio management services, either party (you or us) by written notification to the other party, may terminate the Investment Advisory Agreement at any time, provided such written notification is received at least 15 days prior to the date of termination (i.e.; To terminate services on October 1st, a request for termination should be received in our office by September 15th.). Such notification should include the date the termination will go into effect along with any final instructions on the account (i.e., liquidate the account, finalize all transactions and/or cease all investment activity). You will only be able to terminate our advisory services on the last/first day of a calendar month. We will perform one final monthly billing prior to releasing your account. Once the termination of investment advisory services has been implemented, neither party has any obligation to the other – we no longer earn management fees or give investment advice and you become responsible for making your own investment decisions. Portfolio Monitoring Fee Under the arrangements with the Portfolio Managers, we are not involved in the day to day management of your portfolio assets. Our responsibility to the Portfolio Manager(s) will be to ensure you meet their minimum qualifications. Once your account has been established, we will provide all administrative and clerical duties as may be required to service your account. The Portfolio Manager(s) may have little or no direct contact with you. Our responsibility to you will be to continuously evaluate the performance of your portfolio to ensure the Portfolio Manager adheres to your asset allocation guidelines, as outlined in your IPS, and will make recommendations to you regarding the Portfolio Manager as market factors and your personal goals dictate. Portfolio Managers Fee Structure The Portfolio Managers who will be used to manage your account(s) will disclose their fees for management services in their Disclosure Brochures (the Portfolio Manager’s ADV Part 2A: Firm Brochure or Part 2A Appendix 1: Wrap Fee Program Brochure), which we will provide you prior to, or at the same time as, opening an account. The fees that will be charged to your account(s) will include: 1.The Portfolio Manager’s management fee; 2.Our Portfolio Monitoring fee (not to exceed 1.00%) that the Portfolio Manager will pay us from the total management fee they collect; and, 3.Trading commissions and/or account charges, depending on if the Portfolio Manager is “wrapping” all the fees, which may be imposed by the custodian or broker/dealer used to custody your account(s).
The Portfolio Manager’s Disclosure Brochure contains all pertinent disclosures relating to their management services, fee structure for such services, and their termination provisions – you are encouraged to carefully review these disclosures. Protocols for Portfolio Monitoring You will want to consult the Portfolio Manager’s Disclosure Brochure for their policies on how they will handle your account; such as, billing, deposits and withdrawals, fee exclusions, termination, and any other unique advisory costs associated with their service since we do not take discretion over the management of your account and we do not handle any of the billing. We will discuss these arrangements with you when we go to open your account with a Portfolio Manager; however, you are encouraged to read their terms for management on your own – don’t take our word for it! Investment Consulting Fee Our investment consulting fee will not exceed $250.00 per hour to construct an Investment Policy Statement and/or customized investment portfolio. Investment consulting services are independent of our Portfolio Management, Portfolio Monitoring and/or Financial Planning services. Under this arrangement, we do not provide any on-going management of your account or give continuous investment advice. We will perform the desired task, but you are responsible for implementing any of the advice. However, in the case of us preparing an asset allocation model from an IPS we prepared for you, you can contact us to schedule a quarterly review of your portfolio allocation to determine how the account is performing. We will review the account and make any recommendation, if necessary, for you to rebalance the account. Billing At minimum, we require four (4) hours of initial consultation to conduct an adequate interview to determine your investment needs, goals, and objectives to adequately provide the service you desire. All consulting fees will be completely itemized in a billing statement. For the initial consultation, the fee will be due at the end of the session. Thereafter we will bill you, at the agreed upon hourly rate, should we be contacted by you for future reviews and advice on any re-balancing. Termination Our investment consulting services can be terminated at any time. Financial Planning Fee How we charge to develop a financial plan depends on the size, complexity, and nature of your personal and financial situation and the amount of time it will take to analyze and summarize the plan and perform the services you desire. Planning Fees Coordinated Planning Coordinated financial planning services are offered on an hourly rate not to exceed $250 with a maximum fixed fee not to exceed $20,000 for the initial engagement. Coordinated planning fees are significantly reduced if we are providing you additional services, such as portfolio management or portfolio monitoring services. The coordinated planning fee will be fully disclosed up-front in a Financial Planning Agreement, which will include the cost5 to review your financial information and prepare the comprehensive financial plan. We have the option to: 5 Rarely will a fee exceed those costs outlined in the Agreement. However, there can be instances where we did not contract with you to perform a particular task and therefore merit notifying you of the additional cost prior to beginning such services. 1.Require full payment up-front; or, 2.Require one-half the fee be paid at the time the Agreement is signed, with the remaining balance due upon completion of the financial plan6.
Targeted If you desire only targeted planning – review, analysis and evaluation of a core area of financial need – the fee will be billed at our hourly rate not to exceed $1507. All fees will be completely itemized in a billing statement to you, or as otherwise predetermined in a proposal, engagement letter and/or by retainer. Annual Review It is important to note that any planning is kinetic (always in motion) and alive. A financial plan is a roadmap that is only as good as how well it reflects your current economic position to then guide you on a clear path to a future financial destination. However, you can veer off course, intentionally or unintentionally, as circumstances in your life take you down another path. An annual financial plan review is designed to systematically address these unexpected diversions and continually keep you on the right road headed to your future financial destination. Annual Review Once the initial financial planning services have been completed, we will establish future “Annual Review” dates. The Annual Review dates generally begin after the first anniversary will be to review and make adjustments, if necessary, to the financial plan. Together we will set the calendar dates for your future reviews; inasmuch, an Annual Review may consist of two or three visits during the calendar year. Annual Review Fee We reserve the option to waive our annual review fee if we are currently managing your investments. If we are not managing your investment portfolio and you want us to review your financial plan, we will notify you of the cost to perform the desired work before commencing. Such retainer fee will generally range from 25% to 40% of the first- year planning fee depending on the length of time since our last review and on the services, you request (i.e., If the first-year planning fee was $1,500, the annual review fee would be from $375 to $600.). However, if you have experienced significant change in your life circumstances since the date of your previously prepared plan, the fee could be exceedingly higher. Termination Coordinated or Targeted Planning Termination You can terminate the Financial Planning Agreement at any time prior to the presentation of any final planning documents. We will be compensated through the date of termination for time spent in design of such financial documents at the hourly rate agreed to in the Agreement. If you have prepaid any fees, such un-earned fees will be returned on a pro- rata basis. After the financial plan has been completed and presented to you, termination of the Agreement is no longer an option. 6 The recommendations made in a financial plan are generally completed within 30 to 45 days from you signing the Agreement. However, implementing the plan using outside professionals (i.e., attorneys, CPAs, etc...) may require additional time that is out of our control. Therefore, when we refer to the completion of the financial plan, we are referring to us (you and us) finalizing your financial benchmarks/objectives before approaching any outside professional. 7 For a Targeted Financial Plan, we require a minimum of four hours consultation to address any personal and financial needs you may have. Annual Review Termination Annual Review services can be terminated at any time. The Company will bill you for any services rendered from the date of the last bill up to the date of termination at the fee rate that was agreed to in the proposal, engagement letter and/or retainer agreement. PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT We do not charge fees based on a share of capital gains or the capital appreciation of the assets held in your accounts.