WS’s Advisory Services WS was originally founded in 1955 by Edward W. Wedbush, as Wedbush & Company. Gary Wedbush is the current President of Wedbush Securities. Through the acquisitions of Noble, Cooke & Co. (1969), William R. Staats Co., Inc. (1975), and Morgan, Olmstead, Kennedy & Gardner (1988), as well as internal growth, WS continues to expand on its rich heritage by introducing innovative products and providing financial and investment services to individuals, institutions and issuing clients. Headquartered in Los Angeles, California, with offices throughout the United States, WS is the largest holding of its parent company Wedbush Financial Services, LLC. WS provides innovative financial solutions through our Wealth Management, Fixed Income, Commodities, and Securities Lending, Capital Markets, and Advanced Clearing and Prime Services divisions. WS is a broker dealer and investment adviser registered with the Securities and Exchange Commission (SEC). Through its Wealth Management division, WS provides investment advice and management services on discretionary and non-discretionary basis to institutional and individual clients. This Brochure provides description of its wrap fee programs. A wrap fee is an all-inclusive fee assessed annually and typically charged quarterly to cover investment advice, execution, clearing, settlement services, custody of assets, and administrative services. Additionally, WS offers non-wrap fee programs and Financial Planning services to its clients. A description of the programs and Financial Planning services are disclosed in WS’s Form ADV Part 2A. Assets Under Management As of June 30, 2023, WS had assets under management of $4,501,949,934, of which $3,189,197,988 was managed on a discretionary basis and $1,312,751,945 was managed on a non- discretionary basis. Advisory Wrap Fee Programs WS offers four different programs under its wrap fee arrangement: Managed Account Program, Discretionary Advisory Account Program, Non-Discretionary Advisory Account Program, and Strategist Advisory Account Program. Additional information on each of the programs is below. Managed Account Program The Managed Model Account (MMA) offering is WS’s dedicated separate account management service designed to deliver long-term investment solutions to institutional and private clients. The MMA accounts are administered by WS’s Wealth Management division, by the Wedbush Asset Management Group (WAM). The services provided by WAM may include performing due diligence on investment managers, monitoring investment managers for performance, style consistency, and organizational stability. WS provides trade execution, custodial services, trade confirmations, and periodic client account statements. The Separately Managed Account (SMA) offering is WS’s dedicated separate account management service designed to deliver customized long-term investment solutions to institutional and private clients. The SMA accounts are administered by WAM. The services provided by WAM may include performing due diligence on investment managers, monitoring investment managers for performance, style consistency, and organizational stability. WS provides trade execution, custodial services, trade confirmations, and periodic client account statements. This program allows a single third-party manager to execute investment orders directly in client accounts. The Unified Managed Account (UMA) offering allows multiple third-party MMA strategies in a single WS account. The UMA accounts are administered by WAM. The services provided by WAM may include performing due diligence on investment managers, monitoring investment managers for performance, style consistency, and organizational stability. WS provides trade execution, custodial services, trade confirmations, and periodic client account statements. The Independent Manager Account (IMA) offering allows independent portfolio managers to manage WS client assets on a discretionary basis. Clients evaluate and select investment managers based on an independent evaluation of the money manager’s disclosure documents and other information furnished by the manager. WS does not perform any due diligence on the managers in the IMA accounts. WS relies upon the investment managers to provide accurate information, including performance data, and does not independently verify the accuracy of information provided. Transactions for IMA accounts are generally effected through or with WS. Fees and compensation for MMA, SMA, and UMA accounts WS’s fee schedule, as set forth below, is a sliding scale based on the size of the client assets under management. The fees charged for participation in a Managed Account Program may be higher than if the client were to purchase the individual securities without participation in the managed program. The fees listed in the schedule below are negotiable but will typically not exceed 3% per year. WS deducts management fees from client accounts quarterly, in advance, retains its portion of the fees, and forwards the appropriate portion of these fees (pre-negotiated with the underlying investment manager based on assets under management) to the investment manager. The management fee is typically 50 basis points but can be higher or lower based on manager requirements and investment category (i.e., equity, fixed income, etc.). Of the remaining wrap fee, your Financial Consultant will generally receive up to 50% (and up to 90% for Financial Consultants on the Independent Contractor platform). The accounts are subject to a minimum quarterly fee of $250 ($1,000 annually). Account terminations result in a pro-rata return of fees billed but not yet incurred. Typical Client Fee Schedule is as follows: Account Size Annualized Overall Fees (% of assets) Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable Fees and compensation for IMA accounts The following table is the fee schedule for the IMA accounts. In exchange for services provided under this program, clients will pay a quarterly fee based on the amount of assets held in the account, which covers investment advisory services provided to the account by the independent portfolio manager(s), and to WS for custodial services and trade execution through or with WS. The fees charged for participation in IMA may be higher than if the client were to purchase the individual securities without participation in IMA. WS deducts management fees from client accounts quarterly, in advance. There is no termination fee, and terminations result in a pro-rata return of fees billed but not yet incurred. Generally, the fees assessed by WS are negotiable. Fees charged by WS for their services would be described and disclosed in the client’s Managed Assets Client Agreement (the “Account Agreement”) but typically would not exceed 3%. The portfolio manager will generally receive up to 50 basis points of the wrap fees but can be higher or lower based on manager requirements and investment category (i.e., equity, fixed income, etc.). Of the remaining wrap fee, your Financial Consultant will generally receive up to 50% (and up to 90% for Financial Consultants on the Independent Contractor platform). Fees charged by the independent money managers for their services would be described and disclosed separately in the money manager’s client agreement and disclosure statement. Typical Client Fee Schedule is as follows: Account Size Annualized Overall Fees (% of assets) Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable In general, quarterly fees are payable to the independent money managers and WS for advisory services. Generally, the fees assessed by WS are negotiable and WS does not charge a termination fee. Fees charged by WS as sponsor for and manager of advisory services would be described and disclosed in the account agreement but typically would not exceed 2%. The portfolio manager will generally receive up to 50 basis points of the wrap fees but can be higher or lower based on manager requirements and investment category (i.e., equity, fixed income, etc.). Of the remaining wrap fee, your Financial Consultant will generally receive up to 50% (and up to 90% for Financial Consultants on the Independent Contractor platform). Fees charged by outside money managers for their services would be separately described and disclosed in the money manager’s client agreement and disclosure statement. Discretionary Advisory Account Program WS’s Discretionary Advisory Account program is designed to serve the needs of institutional and individual clients. WS Financial Consultants manage and direct appropriate investment and reinvestment of the assets in client accounts consistent with the client’s investment objective and risk profiles. Fees and compensation for Discretionary Managed Account (DMA) accounts The full service asset fee, which is based on the amount of assets under management by WS, covers investment advisory discretionary services provided by Financial Consultants and commissions and markups charged for securities transactions effected through or with WS, provided that the number of transactions does not exceed certain amount as set forth in the account agreement. Clients will pay commissions, markups, markdowns or commission equivalent, at a discounted rate, for any transaction in excess of the maximum annual trades. The minimum amount necessary to open the account is $100,000 in assets; however, the Financial Consultant can request an exception to accept lower minimum account size. The fees charged for participation in DMA may be higher billed in advance on a quarterly basis. than if the client were to purchase the individual securities without participation in DMA. Accounts are subject to a minimum quarterly fee of $250 ($1,000 annually). There is no termination fee, and terminations result in a pro-rata return of fees billed but not yet incurred. Typical Client Fee Schedule is as follows: Account Size Annualized Overall Fees (% of assets) Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable Non-Discretionary Advisory Account Program Self-Directed Investment Advisory (SDI) account is in a non-discretionary program in which the client has the sole authority to purchase and/or sell securities. SDI accounts will assess clients an annual fee, charged in quarterly installments. SDI accounts are designed for investors who regularly conduct transactions in their portfolio and want their Financial Consultants to provide active management. These investors prefer to approve all transactions before execution instead of granting discretion to their Financial Consultant. This type of account is not for clients who are primarily interested in purchasing money market or mutual funds or in holding inactively traded securities. Maximum Annual Trades The SDI fee covers an annual maximum number of trades on eligible assets without brokerage commission for all WS trades directed by the client in client’s account (“Maximum Annual Trades”). For purposes of determining Maximum Annual Trades, “trade” means any purchase or sale of a security. The initial Maximum Annual Trades are based on the SDI account value (which includes cash and money market funds) as of the opening day. Thereafter, the Maximum Annual Trades will be re-established annually, based on the SDI account value on each annual anniversary of the opening day, or revised immediately upward to include eligible assets received into the SDI account. Any unused portion of Maximum Annual Trades will not be carried over to the following anniversary year. The Maximum Annual Trades per SDI account value are as shown below. If client directs trades in excess of the Maximum Annual Trades, such additional trades will be charged a commission at a 30% discount to WS’s standard commission schedule. Account Value Maximum Annual Trades $100,000 to $249,999 50 $250,000 to $499,999 60 $500,000 to $999,999 70 $1,000,000 to $2,999,999 100 $3,000,000 to $4,999,999 120 $5,000,000 and above Negotiable Fees and compensation for SDI accounts The SDI fee covers an annual maximum number of trades on eligible assets without brokerage commissions for all WS trades directed by the client in client’s account as set forth in the account agreement and below. If client directs trades in excess of the Maximum Annual Trades, such additional trades will be charged a commission at a 30% discount to WS’s standard commission schedule. The fees charged for participation in SDI may be higher than if the client were to purchase the individual securities without participation in SDI. Fees are negotiable and billed in advance on a quarterly basis. There is no termination fee, and terminations result in a pro-rata return of fees billed but not yet incurred. Should the SDI account value be less than the required minimum opening value on any payment date as the result of withdrawals by the client, the minimum charge (agreed upon fee percentage x $100,000) shall apply. Should the SDI account value be less

than the required minimum account size on any payment date solely due to market fluctuations, the SDI fee shall be the SDI account value x the agreed upon fee percentage. In all instances, the client understands and agrees that WS shall be entitled to a minimum quarterly fee of $250 ($1,000 annually) per account. Typical Client Fee Schedule is as follows: Account Size Annualized Overall Fees (% of assets) Up to $250,000 3.00% $250,001 to $500,000 2.80% $500,001 to $1,000,000 2.50% $1,000,001 to $3,000,000 1.90% $3,000,001 to $5,000,000 1.60% $5,000,001 and above Negotiable Strategist Advisory Account Program (Mutual Funds/ETF) Clients invested in the Strategist Advisory Account Program have access to portfolios constructed of mutual funds and/or ETFs provided by independent or affiliated adviser firms that are allocated to a single account. WS acts as overlay manager and with discretion to determine the specific portfolios to be made available for the program, as well as to buy and sell securities, adjust allocations, and rebalance client accounts. The mutual funds and/or ETFs available in the program are part of the independent or affiliated adviser firm’s mutual fund or ETF recommended list, as applicable, which are limited to load-waived or no-load shares of such eligible funds. Independent adviser firms review their choices on an ongoing basis and adjusts accounts when an investment held in a portfolio is no longer recommended and/or they are advised that a different investment represents a better investment opportunity for the portfolio. Independent advisory firms consider many factors in determining an appropriate diversified allocation model for each client, including the client’s account inception value, risk tolerance, and investment objectives generated from the risk tolerance questionnaire. SEI Asset Management accounts Clients enrolled in the SEI Asset Management accounts have access to the discretionary portfolio management services of SEI Asset Management Corporation, an independent adviser. Financial Consultants will recommend, and clients will select, an asset allocation model managed by SEI, comprised of SEI’s mutual funds, consistent with such client’s specified investment objectives, risk tolerance, and overall asset allocation. SEI utilizes multiple institutional managers as advisers to the SEI mutual funds. SEI is responsible for fund selection for its models and rebalancing of accounts. SEI Trust Company (a subsidiary of SEI Asset Management Corporation) acts as the transfer agent and custodian for each client account that SEI manages on a discretionary basis. Fees for the SEI Asset Management accounts and the underlying mutual funds are set by SEI and are not subject to WS’s control. Russell Strategy accounts The Russell accounts, asset allocation and investment selection decisions are determined by Russell and implemented by WS. The Russell account models exclusively contain Russell mutual funds. Russell employs a “multimanager, multi‐style” approach to investing whereby the assets of Russell funds are allocated to different money managers who employ distinct investment strategies for the funds. Russell has the right to engage or terminate a money manager at any time. These money managers may or may not be affiliated with Russell Investment Management Company, an affiliate of Russell Investment Group. For more information on the underlying funds in the Russell models, clients should review the applicable Russell Fund prospectuses. Manager research is the core of Russell’s investment process. Russell’s manager research emphasizes both a qualitative (organization, ownership, people and investment process) and a quantitative (performance and investment profile) analysis to conduct comprehensive evaluations. Russell’s ongoing due diligence includes performance and portfolio monitoring and monthly interaction with each manager. Russell also performs annual on‐site due diligence visits by both Russell investment personnel and Russell compliance and legal personnel. Fees for the Russell Management Program and the underlying mutual funds are set by Russell Investment Management Company and are not subject to WS’s control. Morningstar Wealth Builder Program The Morningstar® Wealth Builder Asset Allocation Series offers broad and diversified market exposure to accounts as small as $10,000. These portfolios span the risk spectrum and use the same asset allocation process as other offerings; their ETF approach can accommodate broker- dealers, RIAs, banks, and other providers looking to provide smaller clients with a fiduciary solution. Using passive ETFs, they actively manage asset class exposures in the Morningstar Wealth Builder Asset Allocation portfolios. They roll up security-level data to the asset-class level, weighing valuation, sentiment, and other inputs before holistically building portfolios. Their disciplined and principled approach to finding value builds risk management into every purchase. Fees and compensation for Strategist Advisory Account Program (Mutual Fund/ETF) accounts For WS's services provided to the account, client shall pay WS a fee based on the value of the assets in the account (Asset Based Fee), in accordance with the Asset Based Fee structure, or based on such different rate as WS may subsequently declare to be its Asset Based Fee, in accordance with the account agreement. The maximum annual Asset Based Fee, payable in advance on a quarterly basis, is established according to the Asset Based Fee structure. The minimum asset amount necessary to open an account is $10,000 (Minimum Account Size). In all instances the client understands and agrees that WS shall be entitled to a minimum quarterly fee of $62.50 ($250 annually) per account. Fees are negotiable. There is no termination fee, and terminations result in a pro-rata return of fees billed but not yet incurred. The full-service asset fee, which is based on the amount of assets under management by WS, covers investment advisory services provided by money managers under the Strategist Advisory Account Program (Mutual Fund/ETF) fee. Typical Asset Based Fee Structure (MF/ETF Accounts) is as follows: Value of Assets Maximum Effective Annualized % $10,000 - $25,000 2.50% $25,001 - $50,000 2.00% $50,001 and above Negotiable Management and Administrative Fees (Mutual Fund/ETF) If an independent or affiliated adviser firm manages or provides portfolios, a portion of the total Asset Based Fee is applicable to management fees to compensate such independent or affiliated adviser firm for its services and strategy management. WS may have additional fees for the administrative cost of overlay trading, operational and general processing of portfolio positions within each account. Management fees vary by strategist and/or portfolio (including based on whether it is a manager-traded or WS-traded account), and are generally not negotiable and generally range as follows:
• Strategist Management Fee: 0% to 0.25%, depending on the portfolio and strategy management firm
• Administrative Fees: 0.10% to 0.25%, depending on the portfolio and strategy execution requirements Disclosure on Financial Advisor’s Conflict of Interest Relating to Brokerage and Advisory Accounts The wrap fees charged may be higher than if the client were to purchase the individual securities without participation in the advisory programs. A non-advisory brokerage account based on commissions instead of an advisory fee-based account could be used to effect few transactions in which case the amount of revenue earned by the firm and the Financial Consultant would be less than if a wrap fee were assessed on the account’s asset base. This may pose a conflict of interest in that the Financial Consultant may have an incentive to recommend a wrap fee program instead of a brokerage account. Your Financial Consultant is responsible for assessing whether a wrap fee program is appropriate for you and in your best interest based on your investment strategy and the frequency of transactions. Additional Compensation Received by the Financial Consultant and Wedbush Securities Inc. In addition to the wrap fee, you may be charged a mark-up, mark-down, or spreads on securities purchased or sold for your account. Different advisory programs, types accounts, money managers, or the structure of your Financial Consultant’s association with WS have different fee structures. These items may pose a conflict of interest in that it provides an incentive for the Financial Consultant to recommend those investments that result in higher compensation to the Financial Consultant and/or WS. The Financial Consultant and/or their respective supervisors periodically reviews accounts to determine that investments made in your account are in your best interest. Mutual Fund Share Classes and 12b-1 Fees Financial Consultants seek to purchase or recommend share classes that are in the best interest of their clients, which may include mutual funds that charge 12b-1 fees that cover the mutual fund companies’ distribution and shareholder services expenses. The recurring annual fees vary by share class but typically range from 0.25% to 1.00% and are included in the mutual fund’s total annual fund operating expenses. The fees are deducted from the mutual fund’s assets and paid to the fund’s distributors or principal underwriters. WS, as a registered broker dealer, receives shareholder distribution fees from mutual fund companies under Rule 12b-1 of the Investment Company Act of 1940. This presents a conflict of interest in that it provides a financial incentive for the Financial Consultant to recommend those funds that charge their shareholders a higher 12b-1 fee. To address this conflict of interest, the 12b-1 fees received by WS, are rebated to the client accounts where an advisory fee is being assessed in the managed fee-based account. Certain mutual funds may offer only one class of shares that charge 12b-1 fees, while other mutual funds may offer multiple share classes that are available for investment that do not charge 12b-1 fees such as institutional or advisory program share classes based upon certain eligibility and/or purchase requirements. A client who holds an institutional or advisory share class will usually pay a lower total annual fund operating expense over time than one who holds the same fund that charges a 12b-1 fee. Therefore, the 12b-1 fees will have a negative impact on investment performance. Mutual funds often permit the conversion of shares from one class to another, subject to certain conditions as determined by the applicable fund. If a client contributes to, or holds mutual fund shares that charge 12b-1 fees in a fee-based account, such shares will be converted, if feasible, into a lower cost class of shares of the same mutual fund that are available to WS Managed Account Program. A client’s mutual fund share class may not be converted if, for example, there is no equivalent share class eligible for the client or the Managed Account Program or in other circumstances. In situations whereby a 12b-1 fee is being charged in a mutual fund and no eligible lower share class is available or the purchase requirements are not met, then the 12b-1 fees will be rebated to the client’s account and will be available to the client as cash. Since the rebate is in the form of cash in the client account, this may have a negative impact on the performance of the mutual fund in the client account as compared to an investment in a lower cost institutional or advisory share class of the same mutual fund. Depending on the circumstances, though not always, a client could be subjected to higher expenses overall once the shares are converted to an Institutional or advisory program share class. Clients should discuss the impact of a conversion of mutual fund shares with their Financial Consultant prior to contributing any mutual fund investments to a managed fee-based account. The specific amount of 12b-1 fees assessed is found in a fund’s prospectus and will be provided to you upon request. Mutual Fund Networking and Shareholder Servicing Fees Certain mutual funds pay fees to WS for the performance of administrative functions alleviating the mutual fund of the responsibility for the specific account servicing function taken on by WS or their providers. These networking and shareholder servicing fees are usually fixed dollar amounts or determined based on a percentage paid to WS from certain fund groups or their providers. If expressed as a percentage of invested client fund assets, networking and shareholder servicing fees can range from 0.02% up to but less than 0.30% annually on the value of invested fund holdings. Important Information Regarding Wrap Fees The wrap fee for all the advisory programs, unless stated otherwise in the Fees and Compensation section of this brochure for certain advisory wrap fee programs, typically includes the investment advisory services, execution, custodial, administrative, platform, as well as transaction, activity assessment and exchange fees. The wrap fee does not include commissions or other charges incurred due to transactions effected through a broker or dealer other than WS. The asset-based fee will not be adjusted during any period for appreciation or depreciation in the value of the account or for any deposits or withdrawals in the account.