A. FIRM INFORMATION Wealthcare Capital Partners LLC (“WCP” or the “Advisor”) is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). WCP is organized as a limited liability company (“LLC”) under the laws of the state of Delaware. WCP was founded in February 2024. WCP is 100% owned by Wealthcare Parent Holdings LLC (which is principally owned by Financeware LLC and VMS Intermediate Inc.). WCP is operated by Matthew T. Regan (President), Ronald E. Madey (Chief Investment Officer), James J. Krause (Chief Compliance Officer) and Justin DuBrueler (Chief Financial Officer). This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by WCP. For additional information about our ownership structure, please see our Form ADV Part 1A, Schedules A and B. WCP offers services through its Advisory Persons. Advisory Persons may have their own legal business entities whose trade names and logos are used for marketing purposes and may appear on marketing materials and/or Client statements. The Client should understand that the businesses are legal entities of the Advisory Person and not of WCP. The Advisory Persons are under the supervision of WCP, and the advisory services of Advisory Persons are provided through WCP. Advisory Persons provide services and charge fees based in accordance with the descriptions detailed in this Disclosure Brochure and the terms of the Client agreement. However, the exact service and fees charged to the Client are dependent upon the Advisory Person that is working with the Client. Advisory Persons are appropriately licensed and authorized to provide advisory services on behalf of WCP. B. ADVISORY SERVICES OFFERED WCP offers investment advisory services to individuals, high net worth individuals, trusts, estates, retirement plans, charitable organizations and other businesses (each referred to as a “Client”). The Advisor serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. WCP’s fiduciary commitment is further described in the Advisor’s Code of Ethics. For more information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. WCP's mission is to provide sound customized financial advice in the best interest of the Client. For many Clients, the Advisor utilizes a financial advising discipline focused on helping Clients live the one life they have the best way they can. This goals-based financial advisory experience is based upon several U.S. and International patents of Wealthcare Capital Management LLC (“WCM”), a registered investment adviser with the SEC that is affiliated through common ownership. WCM is the first company to provide U.S. and Canadian professional financial advisers and financial institutions with a web‐based, goals-based wealth management software product, and also the first to do so with an integrated simulated market return analysis. Depending on their objectives and needs, some Clients have their needs met by WCP, and some may have third-party managers, as determined by their individual financial situation and investment objectives. Wealth Management Services WCP provides tailored investment advisory solutions to its Clients. This is achieved through personal Client contact and interaction while providing discretionary or non-discretionary investment management over Client portfolios and a broad range of comprehensive financial planning. Investment Management and Financial Planning services are also offered as standalone services. These services are described below. Investment Management Services WCP provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary and/or non-discretionary investment management and related advisory services. WCP works with each investment management Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to create an investment strategy. WCP will then design a portfolio with its internal investment strategies, or select from its available models. WCP will select its portfolios to meet the needs of each Client. Portfolios may be customized to each Client and may include, but are not limited to, mutual funds and exchange-traded funds (“ETFs”), individual stocks, bonds and alternative investments. The Advisor may retain certain legacy investments based on portfolio fit and/or tax considerations. Alternative Investments – As noted above, certain models may include the use of alternative investments when deemed appropriate and in the Client’s best interest. Investing directly in hedge funds, private equity, and/or real estate funds can be difficult for many individuals given due diligence requirements, portfolio construction complexity, large minimum investments which limit an individual’s ability to diversify his/her investments, restrictive liquidity terms, and other access limitations. To help offset these potential barriers to entry into these types of investment opportunities, WCP engages with alternative investment platforms to: (i) provide due diligence resources and services; (ii) facilitate access to managers at lower minimums; and (iii) structure multi-manager private investment solutions that allow WCP qualified clients to access relatively diversified and carefully constructed pools of institutional- quality alternative investments, including hedge funds and private equity and real asset funds, managed by unaffiliated investment advisers. WCP structures these opportunities by leveraging third-party platform resources (investment research, risk management, legal and operational due diligence) to supplement its in- house resources. Through these third-party platforms, WCP can offer single strategy and multi-strategy investments in a private fund construct, a private fund-of-funds construct, or a custom private multi-strategy portfolio (e.g..: arbitrage; credit; equity long/short; global macro; event driven; private equity; and real estate) using private limited liability companies or limited partnerships that are exempt from registration under federal securities regulations, including the Investment Company Act of 1940 (the “Investment Company Act”) and the Securities Act of 1933 (the “Securities Act”).Investment in these alternative investments is limited to persons who are “accredited investors” as defined under the Securities Act and, depending on the fund, “qualified purchasers” as defined in the Investment Company Act. Clients should refer to the private placement memoranda and class supplement documents, as well as the underlying funds’ private placement memoranda, for a more complete discussion of these investments. Delaware Statutory Trusts (“DSTs”) – When appropriate Advisors of WCP will recommend to accredited investor Client’s investment in DSTs. Investments in DSTs are billed as assets undermanagement and follow the billing schedule identified in Item 5 and agreed upon by Clients in their advisory agreement. WCP’s investment approach is primarily long-term focused, but the Advisor may buy, sell or re-allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. WCP will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor. WCP evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. WCP may recommend, on occasion, redistributing investment allocations to diversify the portfolio. WCP may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or over-weighting of the position[s] in the portfolio, change in risk tolerance of Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. At no time will WCP accept or maintain custody of a Client’s funds or securities, except for the limited authority as outlined in Item 15 – Custody. All Client assets will be managed within the designated account[s] at the Custodian, pursuant to the terms of the agreement. Please see Item 12 – Brokerage Practices. Use of Affiliated Manager – Under the discretionary authority granted to WCP, Clients may be referred to utilize the portfolio management services of WCM for all or a portion of the Client’s portfolio. Please see Item 10 for additional information. The Client will be provided with WCM’s Form ADV Part 2A (or a brochure that makes the appropriate disclosures) of those parties. Selection of Other Advisor – Additionally, WCP may recommend Assetmark, Inc. (“AssetMark”) for investment advisory services. WCP will receive a portion of the investment advisory fee for the solicitation and referral of the Client to AssetMark, and may assist the Client in completing their Client questionnaire and account opening paperwork. WCP may also assist in the development of the initial policy recommendations and managing the ongoing Client relationship. Use of Independent Managers and Managed Account Programs - WCP may also recommend to Clients that all or a portion of their investment portfolio be implemented by utilizing one or more unaffiliated money managers/investment platforms (collectively “Independent Managers”), which are available through the recommended Custodians. The Advisor may also utilize an unaffiliated money manager participating in a turnkey asset management program (“TAMP”). The Client may be required to enter into a separate agreement with the Independent Manager[s]. In these instances, WCP serves as the Client’s primary advisor and relationship manager. However, the Independent Manager[s] will assume discretionary authority for the day-to-day investment management of those assets placed in their control. WCP will assist and advise the Client in establishing investment objectives for their account[s], the selection of the Independent Manager[s], and defining any restrictions on the account[s]. WCP will continue to provide oversight of the Client’s account[s] and ongoing monitoring of the activities of these unaffiliated parties. The Independent Manager[s] will implement the selected investment strategies based on their investment mandates. The Client may be able to impose reasonable investment restrictions on these accounts, subject to the acceptance of these third parties. For Client’s whose assets are placed in a TAMP, the Client will enter into a program and investment advisory agreement with the TAMP (the “Program Sponsor”) and the participating money manager[s]. The Advisor will assist and advise the Client in establishing investment objectives for the account[s], the selection of the money manager[s], and defining any restrictions on the account[s] and determining any changes to portfolio strategy. WCP will provide ongoing oversight of the Client accounts and the activities of the unaffiliated money managers selected to manage the Client’s assets. These money managers will develop an investment strategy to meet those objectives by identifying appropriate investments and monitoring such investments. In consideration for such services, the Program Sponsor will charge a program fee that includes the investment advisory fee of the money managers, the administration of the program and trading, clearance and settlement costs. The Program Sponsor will add WCP’s investment advisory fee (described below in Item 5) and will deduct the overall fee from the Client’s account[s], pursuant to the agreement between the Program Sponsor and the Client. The Client, prior to entering into an agreement with an Independent Manager and/or Program Sponsor, will be provided with the Form ADV Part 2A (or a brochure that makes the appropriate disclosures) of those parties. WCP does not receive any compensation from these Independent Managers or Investment Platforms, other than WCP’s investment advisory fee, as described in Item 5. Non-Purpose Loans - The Advisor introduces certain Clients to a non-purpose loan program made available through a Custodian’s banking partner affiliate (“Lending Program”). In such instances, the Client’s assets in their account[s] at the Custodian will be utilized as collateral for a non-purpose loan. The recommendation of a Lending Program presents a conflict of interest as the Advisor will continue to receive investment advisory fees for managing the collateralized assets in the Client’s account[s]. Clients are not obligated to engage the Advisor for the Lending Program. For additional information related to the risks involved non-purpose loans and lines of credit, please see Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss. Financial Planning and Consulting Services WCP will typically provide a variety of financial planning and consulting services to individuals and families, either as a component of wealth management services or pursuant to a written financial planning or consulting agreement. Services are offered in several areas of a Client’s financial situation, depending on their goals and objectives. Generally, such financial planning services involve preparing a formal financial plan or rendering a specific financial consultation based on the Client’s financial goals and objectives. This planning or consulting may encompass one or more areas of need, including but not limited to, investment planning, retirement planning, personal savings, education savings, insurance needs and other areas of a Client’s financial situation. A financial plan developed for or financial consultation rendered to the Client will usually include general recommendations for a course of activity or specific actions to be taken by the Client. For example, recommendations may be made that the Client start or revise their investment programs, commence or alter retirement savings, establish education savings and/or charitable giving programs. WCP may also refer Clients to an accountant, attorney or another specialist, as appropriate for their unique situation. For certain financial planning engagements, the Advisor will provide a written summary of Client’s financial situation, observations, and recommendations. For consulting or ad-hoc engagements, the Advisor may not provide a written summary. Plans or consultations are typically completed within six months of contract date, assuming all information and documents requested are provided promptly. Financial planning and consulting recommendations pose a potential conflict between the interests of the Advisor and the interests of the Client. For example, the Advisor has an incentive to recommend that Clients engage the Advisor for investment management services or to increase the level of investment assets with the Advisor, as it would increase the amount of advisory fees paid to the Advisor. Clients are not obligated to implement any recommendations made by the Advisor or maintain an ongoing relationship with the Advisor. If the Client elects to act on any of the recommendations made by the Advisor, the Client is under no obligation to implement the transaction through the Advisor. Retirement Plan Advisory Services WCP provides retirement plan advisory services on behalf of the retirement plans (each a “Plan”) and the company (the “Plan Sponsor”). The Advisor’s retirement plan advisory services are designed to assist the Plan Sponsor in meeting its fiduciary obligations to the Plan. Each engagement is customized to the needs of the Plan and Plan Sponsor. Services generally include:
• Vendor Analysis

• Plan Participant Enrollment and Education Tracking
• Investment Due Diligence and Oversight Services (ERISA 3(21))
• Investment Management Services (ERISA 3(38))
• Ongoing Investment Recommendation and Assistance These services are provided by WCP serving in the capacity as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), the Plan Sponsor is provided with a written description of WCP’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Advisor reasonably expects under the engagement. C. CLIENT ACCOUNT MANAGEMENT Prior to engaging WCP to provide investment advisory services, each Client is required to enter into one or more agreements with the Advisor that define the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: § Establishing an Investment Strategy – WCP, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals and objectives. § Asset Allocation – WCP will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client. § Portfolio Construction – WCP will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. § Investment Management and Supervision – WCP will provide investment management and ongoing oversight of the Client’s investment portfolio. D. WRAP FEE PROGRAM For some Clients, WCP may include the securities transaction fees together with investment advisory fees to provide the Client with a single, bundled fee structure. This combination of fees is typically referred to as a “Wrap Fee Program”. WCP customizes its investment management services for Clients. This Wrap Fee Program Brochure is included as Appendix 1 to this Disclosure Brochure solely to discuss the fees and potential conflicts associated with a bundled fee. Depending on the level of trading required for the Client’s account[s] in a particular year, the Client may pay more or less in total fees than if the Client paid its own transaction fees. Please see Appendix 1 – Wrap Fee Program Brochure, which is always included with this Disclosure Brochure. Additionally, WCP may recommend the investment strategies of various third-party advisors (“TPAs”) to its Clients. The TPA selected may offer a model portfolio that is available as part of a wrap fee program. In such instances, the wrap fee agreement is inclusive of the TPA’s fee and custody fees. If a TPA’s wrap fee program is selected for a Client’s account, the wrap fee program brochure for the TPA’s program will be presented to the Client. The wrap fee program brochure will describe the investment strategy as well as the fees and services performed by the program manager. In some instances, WCP Advisory Persons have Client relationships which are held at wrap fee sponsors, such as Lockwood, in which a TPA is managing the Client assets. Those relationships generally predate the IAR’s affiliation with WCP and remain as is, if it is deemed to be in the Client’s best interests. E. ASSETS UNDER MANAGEMENT WCP is a newly established advisor. Assets under management shall be reported with the Advisor’s next filing of this Disclosure Brochure. Clients may request more current information at any time by contacting the Advisor. Item 5 – Fees and Compensation A. FEES FOR ADVISORY SERVICES Wealth Management/Investment Management Services (“Management Services”) Management Service fees (“Management fees”) are generally paid quarterly, in advance of each calendar quarter, pursuant to the terms of the Management Services agreement (“management agreement”). Management fees are based on the market value of assets under management at the end of the prior quarter. Management fees are at a rate of up to 1.85% based on several factors including the types of investments, size of the Client relationship, reporting requirements, portfolio restrictions and other factors. Fees may be negotiable at the sole discretion of the Advisor. WCP may offer discounted rates to its employees and their families as well as to institutional and very high net worth Clients with substantial account balances. Additionally, certain Clients may have their fees billed using a different fee methodology, pursuant to the management agreement. The management fee in the first quarter of service is prorated from the inception date of the account[s] to the end of the first quarter. All securities held in accounts managed by WCP will be independently valued by the Custodian. WCP will conduct periodic reviews of the Custodian’s valuations. Use of Affiliated Manager – For Clients referred to WCM, WCP will deduct the advisory fee from the Client account and a portion of the fee will be provided to WCM. Use of Independent Managers – For Client account[s] implemented through an Independent Manager and/or Program Sponsor, the Client’s overall fees will include WCP’s investment advisory fee (as noted above) plus advisory fees and/or platform fees charged by the Independent Manager[s] and/or Program Sponsor, as applicable. The Independent Manager and/or Program Sponsor may assume responsibility for calculating the Client’s fees and deduct all fees from the Client’s account[s]. In such instances, WCP’s fee will be included and will not charge its fee separately on those assets. Financial Planning and Consulting Services Project-based financial planning and consulting fees are on an hourly or fixed fee basis. Hourly fees are at a rate ranging from $150 to $400 per hour. Fixed fee engagements are offered based on the expected effort and duration at the Advisor’s hourly rate. An estimate for total hours and/or costs will be provided to the Client in advance of engaging for these services. Ongoing financial planning and consulting fees range up to $15,000 which is invoiced in advance of each quarter. Ongoing consulting fees may also be based on the value of the assets being consulted on at the end of the previous calendar quarter. Ongoing asset-based consulting fees range up to 1% of the assets being consulted on, and are paid quarterly in advance of each calendar quarter, pursuant to the terms of the consulting agreement. Fees may be negotiable depending on the nature and complexity of each Client’s circumstances and the experience of the personnel providing services. Clients may have their financial planning fee included with the overall investment management fee as described above. Retirement Plan Advisory Services Fees for retirement plan advisory services are charged an annual asset-based fee of up to 1.25% pursuant to the terms of the retirement plan advisory agreement. Fees may be negotiable depending on the size and complexity of the Plan as well as the services to be provided. B. FEE BILLING Management Services Generally, management fees are calculated by the Custodian and deducted from the Client’s account[s]. The Client shall instruct the Custodian to automatically deduct the management fee from the Client’s account[s] for each quarter and pay the management fee[s] to the Advisor. The Custodian will utilize the fee rate, as defined in the custodial paperwork, to indicate the fee to be deducted from the Client’s account[s] at the respective quarter-end date. In such circumstances, fees may be prorated for capital contributions or withdrawals made into a managed account following the initial establishment of a managed account during the applicable quarter. In certain instances, management fees will be calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the Custodian. The Advisor or its delegate shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at the respective quarter-end date. In such circumstances, fees will not be prorated for capital contributions or withdrawals made into a managed account following the initial establishment of a managed account during the applicable quarter. When calculated by Advisor, the amount due is calculated by applying the quarterly rate (annual rate divided by 4) to the total Client assets under management with WCP at the end of the previous quarter. It is the responsibility of the Client to verify the accuracy of these fees as listed on the Custodian’s quarterly statement as the Custodian and Advisor do not assume this responsibility. Clients provide written authorization permitting the Custodian to pay WCP by direct deduction from their account[s] held by the Custodian as part of the management agreement and separate account forms provided by the Custodian. Use of Independent Managers – Client account[s] implemented through Independent Managers and/or Program Sponsors will either be deducted from the Client’s account[s] at the Custodian and a portion of the investment advisory fee will be provided to the Independent Manager, or billed in accordance to the separate agreement[s] with the Program Sponsors. In such instances, the Program Sponsor will typically add WCP’s investment advisory fee and deduct the overall fee from the Client’s account[s]. In such circumstances, fees may be prorated for capital contributions or withdrawals made into a managed account following the initial establishment of a managed account during the applicable quarter. Financial Planning Services Project-based financial planning fees may be invoiced up to fifty percent (50%) upon execution of the financial planning agreement, with the balance due upon receipt of the agreed upon deliverable[s]. Ongoing financial planning fees are invoiced quarterly, in advance of each quarter. Clients may also provide written authorization permitting the fees to be paid directly from Client accounts. Retirement Plan Advisory Services Fees may be directly invoiced to the Plan Sponsor or deducted from the assets of the Plan, depending on the terms of the retirement plan advisory agreement. C. OTHER FEES AND EXPENSES Clients may incur certain fees or charges imposed by third parties in connection with investments made on behalf of the Client’s account[s]. WCP may include securities transactions costs as part of its overall investment advisory fee through the WCP Wrap Fee Program. Securities transaction fees for Client- directed trades may be charged back to the Client. Please see Item 4 above as well as Appendix 1 – Wrap Fee Program Brochure. In addition, all fees paid to WCP for investment advisory services or part of the WCP Wrap Fee Program are separate and distinct from the expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. A Client may be able to invest in these products directly, without the services of WCP, but would not receive the services provided by WCP which are designed, among other things, to assist the Client in determining which products or services are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by WCP to fully understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information. D. ADVANCE PAYMENT OF FEES AND TERMINATION Management Services WCP is generally compensated for its services in advance of the quarter in which management services are rendered. Either party may terminate the management agreement, at any time, by providing advance written notice to the other party. Upon termination, the Advisor will refund any unearned, prepaid management fees from the effective date of termination to the end of the quarter. The Client’s management agreement with the Advisor is non-transferable without the Client’s prior consent. Use of Independent Managers - In the event that a Client should wish to terminate their relationship with an Independent Manager, the Advisor will generally remove the assets from the Independent Manager and either place the assets with a new Independent Manager or mange the assets directly. In certain instances, the terms for termination will be set forth in the respective agreements between the Client and the Program Sponsor. WCP will assist the Client with the termination and transition as appropriate. Financial Planning Services WCP may be partially compensated for its financial planning services at the start of the engagement. Either party may terminate the financial planning agreement, at any time, by providing written notice to the other party. Upon termination, the Client shall be billed for actual hours logged on the planning project times the agreed upon hourly rate or the percentage completion for a fixed fee engagement. Any unearned, prepaid fees will be promptly refunded. The Client’s financial planning agreement with the Advisor is non- transferable without the Client’s prior consent. Retirement Plan Advisory Services WCP may be compensated for its services in advance, before retirement plan advisory services are rendered. Either party may terminate their retirement plan advisory agreement, at any time, by providing advance written notice to the other party. Upon termination, the Client shall be responsible for fees up to and including the effective date of termination. Additionally, the Advisor will refund any unearned, prepaid investment advisory fees from the effective date of termination to the end of the billing period. The Client’s retirement plan advisory agreement with the Advisor is non-transferable without the Client’s prior consent. E. COMPENSATION FOR SALE OF SECURITIES Broker-Dealer Affiliation Certain Advisory Persons of WCP are also registered representatives of M.S. Howells & Co. (“M.S. Howells”), or Arkadios Capital LLC (“Arkadios”), securities broker-dealers, and members of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). In one’s separate capacity as a registered representative of M.S. Howells, or Arkadios an Advisory Person implements securities transactions under the broker-dealer and not through WCP. In such instances, an Advisory Person will receive commission-based compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment company products. Compensation earned by an Advisory Person in one’s capacity as a registered representative is separate and in addition to WCP’s advisory fees. This practice presents a conflict of interest because Advisory Persons who are registered representatives have an incentive to effect securities transactions for the purpose of generating commissions rather than solely based on the Client. WCP mitigates this conflict in two ways. First, Clients always have the right to choose whether or not to purchase securities products through an Advisory Person. Second, WCP will not charge an ongoing investment advisory fee on any assets implemented in the separate capacity of an Advisory Person. Please see Item 10 – Other Financial Industry Activities and Affiliations. Insurance Agency Affiliation Additionally, certain Advisory Persons are also licensed as independent insurance professionals. These persons will earn commission-based compensation for selling insurance products, including insurance products they sell to Clients. Insurance commissions earned by these persons are separate and in addition to advisory fees. This practice presents a conflict of interest because Advisory Persons who are also insurance agents have an incentive to recommend insurance products to Clients for the purpose of generating commissions rather than solely based on a Client’s needs. However, to mitigate this conflict, Clients always have the right to choose whether or not to purchase insurance products through any person affiliated with WCP. Please see Item 10 – Other Financial Industry Activities and Affiliations.