Who We Are Napa Wealth Management, Incorporated d/b/a Napa Wealth Management (referred to as "we," "our," or "us") is a registered investment adviser based in Napa, California. We are organized as a corporation under the laws of California and we have been registered as an investment adviser since September 1997. Our principal owners are George McCuen and Maria McCuen.
Services We Offer The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we", "our" and "us" refer to Napa Wealth Management and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. Also, you may see the term Associated Person throughout this brochure. As used in this brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. We provide investment management, financial planning, financial consulting and pension consulting services to families, entities, and individuals (referred to as "you" or "client").
Investment Management Services We offer discretionary investment management services whereby our investment advice is tailored to meet our clients' needs and investment objectives. If you retain our firm for investment management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information at the beginning of our advisory relationship. We will use the information we gather to develop a strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf. As part of our investment management services, we will invest your assets according to one or more model portfolios developed by our firm, which model portfolios may be tailored based on individual client circumstances including risk tolerance, current income needs and long term growth objectives. Since our investment recommendations are based on each client's specific financial situation, investment advice regarding the same security or investment strategy may differ from client to client.
Once we construct an investment portfolio for you, we will monitor the portfolio's performance on an ongoing basis, and will rebalance the portfolio as required by changes in market conditions and in your financial circumstances. If you participate in our investment management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm and the appropriate trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. Since our security selection is made on behalf of the separately managed accounts at large, restrictions on certain securities or sectors are strongly discouraged and are made on a "best efforts" basis. There are no guarantees, expressed or implied, that we can segregate a particular security or sector from ending up in a separate account. When or if this happens in an account that has a restriction on a security or sector, the security will be sold as soon as it is recognized as being a restricted position. 4 Financial Planning Services For clients who engage us to provide investment management services, we provide financial planning services which typically involve providing a variety of advisory services to clients regarding the management of their financial resources based upon an analysis of their individual needs. We will meet with you to gather information about your financial circumstances and objectives. We may also use financial planning software to determine your current financial position and to define and quantify your long-term goals and objectives. Once we specify those long-term objectives (both financial and non-financial), we will develop shorter-term, targeted objectives. Once we review and analyze the information you provide to our firm and the data derived from our financial planning software, we will deliver a written plan to you, designed to help you achieve your stated financial goals and objectives. Our financial planning addresses issues relating to: a client's retirement income objectives, analysis of securities, capital needs analysis for life and long-term care insurance, estate and financial legacy planning, divorce planning, financing options, tax planning, review of company benefits and cash flow analysis. The objective of our financial planning services is to identify ways for clients to improve their financial situation. A written plan is presented to the client showing their current situation, their goals and specific recommendations for reaching their goals.
Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to us. You must promptly notify our firm if your financial situation, goals, objectives, or needs change. We will implement the financial plan by providing investment management services to you.
Divorce Planning For existing clients who are divorcing and live in

a community property state (i.e., California), whether we have accounts in one spouse's name or both, we will offer to provide divorce planning to both clients.
In non-community property states, if we only have accounts in one spouse's name, we will offer to provide planning services to our client without offering divorce planning to the non-client spouse. The exception would be if we previously provided financial planning services to the non-client spouse before the divorce was initiated. It is assumed that we have provided services to both spouses given our relationships with our clients. Therefore, both spouses are considered to be our clients even if we only ever interacted with one spouse. This means we will offer divorce planning to both spouses in order to mitigate any conflicts of interest of providing services to one client over another.
In all situations, we will follow the requirements of the state and federal privacy laws, as applicable.
Pension Consulting Services We provide pension consulting services designed to assist retirement plan sponsors, trustees and/or plan committees in meeting their plan management and fiduciary obligations under the Employee Retirement Income Security Act or other applicable law.
Our pension consulting services may include the following:
•Existing Plan Review
•Creation or Review of Investment Policy Statements
•Management of the Plan's assets
•Assistance with vendor selection 5 Advisory Services to Retirement Plans As disclosed above, we offer pension consulting services designed to assist plan sponsors in meeting their management and fiduciary obligations to participants under the Employee Retirement Income Securities Act ("ERISA"). In addition, in providing investment management services, we are acting as an ERISA 3(38) investment manager. Pursuant to adopted regulations of the U.S. Department of Labor under ERISA Section 408(b)(2), we are required to provide the Plan's responsible plan fiduciary (the person who has the authority to engage us as an investment adviser to the Plan) with a written statement of the services we provide to the Plan, the compensation we receive for providing those services, and our status (which is described below). The services we provide to Plans are described above, and in the service agreement that you have signed with our firm. Our compensation for these services is described above, and also in the service agreement. Our firm does not reasonably expect to receive any other compensation, direct or indirect, for the services we provide to the Plan or Participants. In providing services to the Plan and Participants, our status is that of an investment adviser registered under the Investment Advisers Act of 1940, and we are not subject to any disqualifications under Section 411 of ERISA. In performing ERISA fiduciary services, we are acting as a fiduciary of the Plan as defined in ERISA Section 3(21). Wrap Fee Programs We do not provide portfolio management services to a wrap fee program.
Types of Investments We primarily recommend no load mutual funds, exchange traded funds, equities, options, real estate investment trusts ("REITs") and money market funds. Additionally, we may advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. Since our investment strategies and advice are based on each client's specific financial situation, the investment advice we provide to you may be different or conflicting with the advice we give to other clients regarding the same security or investment.
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 6
•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.
Assets Under Management As of December 31, 2023, we provide continuous management services for $232,140,377 in client assets on a discretionary basis.