Introduction WAG ("Advisor" or "WAG") is an investment advisor registered with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940 (the "Advisers Act"). Advisor offers investment advice to clients through the WAG II Wrap program ("Program") in which it participates, based on the individual needs of the client. Mark D. VanderHagen (Mark), Joseph L.
DeWald (Joe), Alex Budzon (Alex) , Patrick O'Connell (Patrick), and Christopher A. Slyby (Chris) are advisory representatives of the Advisor and responsible for management of the Program accounts.
WAG is the sponsor of this Wrap Fee Program.
This disclosure brochure is limited to describing the Program and other information that client should consider prior to establishing an account in the Program. For a complete description of the services offered by Advisor, clients should refer to Advisor's Form ADV Part 2A, a copy of which will be provided by Advisor to client upon request.
Program Services The Program offers clients an asset management account in which the Advisor directs and manages Program assets for client. The Program permits a client to authorize Advisor to hire or terminate unaffiliated money managers, to purchase and sell on a discretionary basis mutual funds, ETFs, equities, fixed income securities, or any other position suitable for their account.
In cases where the client's account is managed on a non-discretionary basis, the Advisor will not implement any recommendation without the client's prior approval. The Advisor will act as the client's agent to implement such recommendations in accordance with client's instructions. The client agrees to review trade confirmations received from the custodian and notify the Advisor immediately of any errors.
The Advisor obtains the necessary financial data from the client and assists the client in setting appropriate investment objectives for the Program account. The Advisor obtains updated information from the client as necessary in order to provide personalized investment advice to the client.
Client will be required to enter into a written agreement with Advisor in order to establish a Program account. Client will also be required to complete an application with the broker/dealer that will act as custodian for Program account assets.
A minimum account value of $100,000 is required for Program. In certain circumstances, the minimum account size may be waived at in our sole discretion.
Advisor will review all Program accounts at least annually. More frequent reviews may be necessary due to the client's individual circumstances, economic conditions, and general factors affecting the markets.
Advisor is able to offer investment advice to individuals, pension and profit sharing plans, trusts, estates, state and municipal government entities, charitable organizations, corporations, and other business entities.
Use of Independent Managers WAG, when appropriate may recommend to Clients that all or a portion of their investment portfolio be 4 implemented by utilizing one or more unaffiliated money managers or investment platforms (collectively "Independent Managers") which can include the use of model portfolios. Independent Managers may be sourced directly or accessed through an investment management platform. WAG serves as the Client's primary advisor and relationship manager. However, the Independent Manager[s] may assume discretionary authority for the day-to-day investment management of those assets placed in their control. WAG performs initial and ongoing oversight and due diligence over each Independent Manager to ensure the strategy remains aligned with the Client's investment objectives and overall best interest. WAG 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]. WAG and Clients do not pay a fee for model portfolios provided by independent managers, however the models typically include the products (funds, ETFs) of those managers. This presents a conflict of interest. Clients of WAG are not required to use model portfolios. BlackRock Fund Advisors Aladdin®Platform We offer model portfolios through BlackRock Fund Advisors' Aladdin® Platform, a portfolio management and risk analytics operating system. Investment models generated by the Aladdin® Platform are used by WAG in the development and maintenance of their Models. The investment models generated by the Aladdin® Platform predominantly and sometimes exclusively utilize iShares ETFs, which are sponsored, distributed and/or advised by BlackRock. BlackRock does not provide and is not responsible for providing investment advice to clients of WAG, does not participate in or make any investment decisions on behalf of WAG or clients of WAG, does not endorse any investment decision or recommendation made by WAG or its advisors, and has no obligation to continue to provide WAG with its investment models and/or access to the Aladdin® Platform. The Aladdin® Platform provides the development and maintenance of WAG Models as well as investment research, model recommendations at no cost to WAG provided the firm maintains a certain amount of assets on the platform.. This creates a conflict of interest for WAG because the receipt of these benefits reduces WAG's operating costs, which, in turn, creates an incentive for WAG to recommend and/or use iShares ETFs and/or other BlackRock products in the investment management of client accounts. However, WAG is under no obligation to utilize BlackRock's iShares and WAG has ultimate discretion to alter the models to fit the client needs and objectives. Security Specific Information Certain mutual funds available in the Program invest primarily in alternative investments and/or alternative strategies. Investing in alternative investments and/or alternative strategies may not be suitable for all investors and involves special risks, such as risks associated with commodities, leverage, selling securities short, use of derivatives, potential adverse market forces, regulatory changes and potential liquidity. There are special risks associated with mutual funds that invest principally in real estate securities, such as sensitivity to changes in real estate values and interest rates and price volatility because of the fund's concentration in the real estate industry.
Exchange Traded Funds (ETFs) may be purchased in the Program. ETFs are typically investment companies that are legally classified as open end mutual funds or a unit investment trusts. However, they differ from traditional mutual funds in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading day like shares of other publicly-traded companies. ETF shares may trade at a discount or premium to their net asset value. This difference between the bid price and the ask price is often referred to as the "spread." The spread varies over time based on 5 the ETF's trading volume and market liquidity, and is generally lower if the ETF has a lot of trading volume and market liquidity and higher if the ETF has little trading volume and market liquidity. Although many ETFs are registered under the Investment Company Act of 1940 like traditional mutual funds, some ETFs, in particular those that invest in commodities, are not registered as an investment company under the Investment Company Act of 1940. Exchange Traded Notes (ETNs) also may be purchased in the Program. An ETN is a senior unsecured debt obligation designed to track the total return of an underlying market index or other benchmark. ETNs may be linked to a variety of assets, for example, commodity futures, foreign currency and equities. ETNs are similar to ETFs in that they are listed on an exchange and can typically be bought or sold throughout the trading day. However, an ETN is not a mutual fund and does not have a net asset value; the ETN trades at the prevailing market price. The risks associated with a particular ETN are set forth in the prospectus for the ETN. Some of the more common risks of an ETN are as follows. The repayment of the principal, interest (if any), and the payment of any returns at maturity or upon redemption are dependent upon the issuer's ability to pay. In addition, the trading price of the ETN in the secondary market may be adversely impacted if the issuer's credit rating is downgraded. The index or asset class for performance replication in an ETN may or may not be concentrated in a specific sector, asset class or country and may therefore carry specific risks.
Leveraged ETFs, ETNs and mutual funds, sometimes labeled "ultra" or "2x" for example, are designed to provide a multiple of the underlying index's return, typically on a daily basis. Inverse products are designed to provide the opposite of the return of the underlying index, typically on a daily basis. These products are different from and can be riskier than traditional ETFs, ETNs and mutual funds. Although these products are designed to provide returns that generally correspond to the underlying index, they may not be able to exactly replicate the performance of the index because of fund expenses and other factors. This is referred to as tracking error. Continual re-setting of returns within the product may add to the underlying costs and increase the tracking error. As a result, this may prevent these products from achieving their investment objective. In addition, compounding of the returns can produce a divergence from the underlying index over time, in particular for leveraged products. In highly volatile markets with large positive and negative swings, return distortions are magnified over time. Because of these distortions, these products should be actively monitored, as frequently as daily, and are generally not appropriate as an intermediate or long-term holding. To accomplish their objectives, these products use a range of strategies, including swaps, futures contracts and other derivatives.
These products may not be diversified and can be based on commodities or currencies. These products may have higher expense ratios and be less tax-efficient than more traditional ETFs, ETNs and mutual funds.
Structured products are available for purchase in the Program.

Structured products are securities derived from another asset, such as a security or a basket of securities, an index, a commodity, a debt issuance, or a foreign currency. Structured products frequently limit the upside participation in the reference asset. Structured products are senior unsecured debt of the issuing bank and subject to the credit risk associated with that issuer. This credit risk exists whether or not the investment held in the account offers principal protection. The credit worthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations. Any payments due at maturity are dependent on the issuer's ability to pay. In addition, the trading price of the security in the secondary market, if there is one, may be adversely impacted if the issuer's credit rating is downgraded. Investing in structured products involves risks. Some structured products offer full protection of the principal invested, others offer only partial or no protection. A client in a structured product never has a claim on the underlying investment, whether a security, zero coupon bond, or option. Any principal protection that is offered is subject to the credit worthiness of the issuer. Clients may be sacrificing a higher yield to obtain the principal guarantee. In addition, the principal guarantee relates to nominal principal and does not offer inflation protection. There may be little or no secondary 6 market for the securities and information regarding independent market pricing for the securities may be limited. This is true even if the product has a ticker symbol or has been approved for listing on an exchange. Tax treatment of structured products may be different from other investments held in the account (e.g., income may be taxed as ordinary income even though payment is not received until maturity). Structured CDs that are insured by the FDIC will be subject to applicable FDIC limits.
Hedge funds are available for purchase in the Program by clients meeting certain qualification standards. Investing in hedge funds involves additional risks including, but not limited to, the risk of investment loss due to the use of leveraging and other speculative investment practices and the lack of liquidity. In addition, hedge funds are not required to provide periodic pricing or valuation information to investors and may involve complex tax structures and delays in distributing important tax information. Clients should be aware that hedge funds are not liquid as there is no secondary trading market available. At the absolute discretion of the issuer of the hedge fund, there may be certain repurchase offers made from time to time. However, there is no guarantee that client will be able to redeem the hedge fund during the repurchase offer.
Managed futures are available for purchase in the Program by clients meeting certain qualification standards. Investing in managed futures involves additional risks including, but not limited to, the risk of investment loss due to the use of leveraging and other speculative investment practices, the lack of liquidity and performance volatility. Clients should be aware that managed futures are not liquid as there is no secondary trading market available. At the absolute discretion of the issuer of the managed futures fund, there may be certain repurchase offers made from time to time. However, there is no guarantee that client will be able to redeem the managed futures during the repurchase offer.
IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must:
•Meet a professional standard of care when making investment recommendations (give prudent advice);
•Never put our financial interests ahead of yours when making recommendations (give loyal advice);
•Avoid misleading statements about conflicts of interest, fees, and investments;
•Follow policies and procedures designed to ensure that we give advice that is in your best interest;
•Charge no more than is reasonable for our services; and
•Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest.
7 Program Fees The annual investment advisory fee ("Annual Fee") schedule for the Program is described below: FromToPer Year $100,000$299,999Up to 1.75% $300,000$499,999Up to 1.65% $500,000$749,999Up to 1.55% $750,000$1,249,999 Up to 1.50% $1,250,000$1,999,999 Up to 1.40% $2,000,000$3,999,999 Up to 1.25% $4,000,000$6,999,999 Up to 1.10% $7,000,000$9,999,999 Up to 0.85% $10,000,000$14,999,999 Up to 0.75% $15,000,000 and over Negotiable The Annual Fee rates are based on the assets under management as well as the complexity and the needs of the client. Fees are typically higher when they include the fee of a third party manager. Fees are subject to negotiation. The Annual Fee is negotiable, is based on the value of the assets in the account, including cash holdings, and is payable quarterly in advance. For purposes of calculating Annual Fees, the account quarter begins on the first day of the month in which the account is opened. The initial Annual Fee is due at the beginning of the quarter following account opening and includes a prorated fee for the initial quarter in addition to the standard quarterly fee for the upcoming quarter. Subsequent Annual Fee payments are due and assessed at the beginning of each quarter based on the value of the assets under management as of the close of business on the last business day of the preceding quarter as valued by the custodian. Additional deposits and withdrawals will be added or subtracted from account assets, as the case may be, which may lead to an adjustment of the Annual Fee. All Annual Fees are deducted from the account by the custodian unless other arrangements have been made in writing. The Annual Fee is paid to and retained by the Advisor and the advisory representatives.
In addition to the Annual Fee, client may also incur certain charges imposed by third parties in connection with investments made through Program accounts, including those imposed by the custodian. These may include, but are not limited to, the following: reporting fees, mutual fund or money market 12b-1 fees, subtransfer agent fees, omnibus processing fees and networking fees, mutual fund or money market management fees and administrative expenses, mutual fund transaction fees, certain deferred sales charges on previously purchased mutual funds transferred into the account, variable annuity expenses, other transaction charges and service fees, IRA and qualified retirement plan fees, alternative investment administrative fees, administrative servicing fees for trust accounts, creation and development fees or similar fees imposed by unit investment trust sponsors, hedge fund investment management fees, managed futures investor servicing fees, participation fees from auction rate preferred securities, and other charges required by law. Advisor does not receive any portion of these fees. Further information regarding charges and fees assessed by a mutual fund or variable annuity are available in the appropriate prospectus.
You may pay custodial fees, charges imposed directly by a mutual fund, index fund, or exchange traded fund which shall be disclosed in the fund's prospectus (i.e. fund management fees and other expenses), mark-ups and mark-downs, spreads paid to market makers, wire transfer fees and other 8 fees and taxes on brokerage accounts and securities transactions. In addition, Schwab may impose a custodial fee for holding select alternative investments and you may be charged fees for trades executed away from the custodian. These fees are not included within the wrap fee you are charged by our firm. Mutual funds may also charge a redemption fee if a redemption is made within a specific time period following the investment. The terms of any redemption fee are disclosed in the fund's prospectus. Transactions in mutual fund shares (e.g., for rebalancing, liquidations, deposits or tax harvesting) may be subject to a fund's frequent trading policy.
As the Advisor absorbs certain transaction costs in wrap fee accounts, the Advisor may have a financial incentive not to place transaction orders in those accounts since doing so increases its transaction costs. Thus, an incentive exists to place trades less frequently in a wrap fee arrangement. We do not charge our clients higher advisory fees based on their trading activity, but you should be aware that we may have an incentive to limit our trading activities in your account(s) because we are charged for executed trades.
If an account is approved for trading on margin, the client will be charged margin interest on any credit extended by custodian or maintained by the client. For performance illustration purposes, the margin interest will be treated as a withdrawal and will, therefore, not negatively impact the performance figures reflected on the quarterly performance reports. The interest charge is in addition to the Annual Fee charged on the account. The Annual Fee will not be charged on any margin debit balance, rather only on the net equity in the Program account.
Client should be aware that margin borrowing involves additional risks. Margin borrowing will result in increased gain if the value of the securities in the account go up, but will result in increased losses if the account value decreases.