WBI Investments, LLC (referred to throughout this brochure as “WBI” or the “Firm”), is a limited liability company formed under the laws of the State of Delaware and is registered as an investment adviser with the SEC. This brochure provides clients and prospective clients with information regarding WBI and the qualifications, business practices, and nature of advisory services that should be considered before becoming an advisory client of WBI. Principal Owner Don Schreiber, Jr., is founder and principal owner of WBI, and serves as the Co-CEO and Co-Portfolio Manager of the Firm. Firm History WBI was originally founded in 1984 as Wealth Builders, Inc. to provide financial advisory and business planning services to individuals and institutions. Its goal was to provide clients with the highest level of financial advice and service possible. In 1992, WBI (then known as Wealth Builders, Inc.) introduced its initial group of proprietary portfolio strategies designed to pursue consistent, reliable returns with substantially less risk than traditional approaches. In 1997, Wealth Builders, Inc. began offering its investment management to unaffiliated advisors and initiated the development of its wholesale institutional distribution program. In February 2006, the company began offering the investment management services of its wholesale institutional distribution operations under the “Doing Business As” (DBA) name WBI InvestmentsTM. The company continued to offer retail financial planning and wealth management services as Wealth Builders, Inc. In June 2009 Wealth Builders, Inc. formally changed its name to WBI Investments, Inc., and in January 2010 WBI Investments spun off its retail financial planning and wealth management services group into a separate affiliated entity: Hartshorne Group, LLC (“HG”), with WBI InvestmentsTM continuing its existing discretionary investment management operations. In February of 2023 WBI changed its form of organization from an S Corp formed under the laws of New Jersey to a limited liability company formed under the laws of Delaware thereby changing the official name from WBI Investments, Inc. to WBI Investments, LLC. This change in structure did not affect the ownership or operation of WBI. Today, WBI continues to operate as an independent, privately owned investment management firm that provides fee-only discretionary investment management to individuals, pension and profit-sharing plans, charitable organizations, corporations, Exchange Traded Funds, and other entities. Client Assets Under Management As of December 31, 2023, WBI managed approximately $527,406,298 on a discretionary basis, and no assets on a non-discretionary basis. Advisory Services WBI provides investment management services to both institutional and retail clients by offering investment products designed to meet a wide variety of investor needs and risk profiles that are accessible through a number of programs and platforms. Types of Investment Products WBI’s product offerings include:
• Separately Managed Accounts (SMA)
• Affiliated Exchange Traded Funds (“Affiliated ETFs”)
• Unified Managed Accounts (UMA) Separately Managed Accounts (SMA) WBI provides investment management services to clients facilitated by unaffiliated independent investment advisors contractually engaged by WBI (collectively referred to as “Introducing Advisors”). WBI may also act as sub-advisor or third-party investment advisor to another investment advisor. Each client account is held at an unaffiliated brokerage firm or custodian, and is registered to the person, persons, or other entity listed on that firm’s new account forms. All securities are beneficially owned by the account’s registered owner or owners. WBI directs the investment of the securities in the account under a limited power of attorney granted to WBI by the client in the investment management agreement (“IMA”). WBI is compensated by the investment management fee as detailed in the IMA. Clients introduced by Hartshorne Group, LLC (“HG”) an affiliated company, are also typically managed in this way, and for this purpose Hartshorne will be referred to as an Introducing Advisor, in terms of its responsibilities. The primary Client contact for matters concerning a WBI SMA is the referring Introducing Advisor. Introducing Advisors have the ability to allocate their client assets across one or more WBI SMA strategies, available through several different management programs, including those described below.
• WBI Traditional SMA Program, which implements our proprietary portfolio strategies that invest directly in individual securities, and also includes our Power Factor® SMA strategies and our Trend Switch SMA strategies.
• WBI Tax-Smart SMA Program which implements our proprietary portfolio strategies primarily through an allocation to the Affiliated ETFs. The term “Tax-Smart” refers to the potential tax efficiencies inherent to the ETF structure. Clients should be aware that while we believe the allocation to ETFs in our Tax-Smart SMA Program may provide increased tax efficiency over traditional SMA approaches, tax-qualified accounts, such as IRAs, do not benefit from a tax- efficient or “Tax-Smart” structure.
• WBI Cy Portfolio Optimization Program (“Cy Program”), which provides online asset allocation and investment advice, and is intended for use by Introducing Advisors. See “Cy Program” section below for more details.
• Variable Annuity/Life Product are used by some existing HG accounts only, whereby WBI may also direct the allocation of investment subdivisions which comprise a variable annuity/life product owned by the client. The investment strategy and management program will be based on each client’s unique and individual investment needs and portfolio strategy selection or selections. A client’s investment needs are determined by the Introducing Advisor’s evaluations with their client and/or through the Cy Program loss tolerance and required rate of return determination process (as described further below). Prior to introducing a prospective client to WBI, the Introducing Advisor collects financial and demographic information, and assists clients in identifying their financial objectives. The Introducing Advisor will describe the investment strategies available from WBI that may be most beneficial and appropriate given the client’s objectives. The Introducing Advisor will then forward the Client Information & Strategy Selection form and all associated paperwork to WBI. WBI is expressly authorized to rely on the information provided in the Client Information & Strategy Selection form without further verification. The appropriateness of WBI’s investment strategies and any recommendations is highly dependent on receiving accurate information from clients and their Introducing Advisor. If clients provide their Introducing Advisor and WBI with inaccurate or incomplete information or fail to promptly update the information provided to the Introducing Advisor and WBI when it changes, the appropriateness of any WBI investment strategy could be materially impacted. The client should notify their Introducing Advisor and WBI of material changes in financial circumstances or investment goals that warrant changes to the portfolio strategy selected for an account. To the extent an Introducing Advisor directs WBI to modify or customize the implementation of an investment strategy, their client should also be advised as to the potential for changes in the risk or performance profile of their account(s). Affiliated Exchange Traded Funds (ETFs) WBI serves as investment Sub-Adviser to a series of ETFs registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), domiciled in the United States, which are primarily actively-managed ETFs, but also include a passively-managed index tracking ETF (collectively the “Affiliated ETFs”). The Affiliated ETFs are a series of Professionally Managed Portfolios structured under Absolute Shares Trust (the “Trust”). The Trust administrator, transfer agent and fund accountant is U.S. Bancorp Fund Services, LLC. The distributor of the Affiliated ETFs is Foreside Fund Distributors, LLC, an SEC registered broker-dealer and member of FINRA (“Foreside”). Foreside is not a related entity or affiliated with WBI. Millington Securities, LLC (“Millington”), an affiliated Registered Investment Advisor and the Adviser to the Trust, has selected WBI to act as Sub-Adviser for each Affiliated ETF and to be responsible for the day-to-day investment management of each Fund. WBI is responsible for investment selection, asset allocation, and all asset management decisions regarding the Affiliated ETFs. Affiliated ETF assets are deposited and held at U.S. Bank National Association, the qualified custodian of Affiliated ETF assets and securities. These ETFs are listed on the NYSE and may be purchased in any brokerage account. They are also available to be utilized in the Tax-Smart SMA strategies, the Cy Program, and Unified Managed Accounts. WBI manages the Affiliated ETFs in accordance with their stated investment objectives and investment policies which are outlined and detailed in the Prospectus and Statement of Additional Information (“SAI”) for the Affiliated ETFs. The Affiliated ETFs are not tailored to the individualized needs of any particular shareholder or investor and an investment in such a vehicle does not, in and of itself, create an advisory relationship between the shareholder or investor and WBI. Clients are advised to review the Affiliated ETF Prospectus and SAI for a complete description of the Affiliated ETFs’ investment objectives, policies and operational structures. All investors in the ETFs will receive or have available a copy of the Prospectus and SAI. WBI has an inherent conflict of interest in investing in or recommending the Affiliated ETFs to clients for the following reasons:
• WBI and its affiliates receive management fees from the Affiliated ETFs. To avoid receiving two layers of management fees in those situations where clients invest in the Affiliated ETFs through SMA and Platform accounts, WBI will either: (i) waive the management fee charged at the account level; or (ii) credit the portion of the management fees paid by the Affiliated ETFs to WBI and its affiliates with respect to an account’s investments in Affiliated ETFs against the account-level management fee earned by WBI. Please refer to Item 5 (Fees and Compensation) of the Brochure for more information.
• The Affiliated ETFs incur management fees at varying rates. As a result, WBI, as discretionary manager to SMA and Platform Accounts, can increase or decrease its level of compensation by adjusting the asset allocation and Affiliated ETF selections, creating a conflict of interest. WBI addresses this conflict by adhering to written parameters based on the Client’s selected investment objective, and which do not allow WBI to consider compensation to WBI or its affiliates in connection with managing portfolio strategies. Please refer to Item 5 (Fees and Compensation) of this Brochure for more information. Unified Managed Accounts (UMA) UMA accounts are part of unaffiliated sponsored programs by an account custodian or brokerage firm and may include more than one portfolio strategy. On a periodic basis, WBI provides a model allocation to the sponsor that corresponds to one or more Separately Managed Account strategies. The client may choose to have the sponsor implement one or more model allocations in the UMA. Accessing WBI Products and Services Clients can access WBI’s investment products and services through a variety of programs, including:
• Cy Portfolio Optimization Program (Cy Program)
• Sponsored Investment Management Programs
• Investment Wrap Programs
• ERISA and Other Plans Cy Portfolio Optimization Program (Cy Program) The Cy Program provides internet based online asset allocation and investment advice, and is intended for use by Introducing Advisors. The Cy Platform serves as a portal that provides financial intermediaries with access to various investment strategies referred to as "Cy Optimized Portfolios." CyborgTech, LLC (CyborgTech) owns the technology and intellectual property for the Cy Platform. The Cy Optimized Portfolios are based on a proprietary optimization algorithm and other financial technology licensed by CyborgTech, which is affiliated with WBI. WBI is responsible for the investment-related aspects of the Cy Portfolio Optimization Platform. References to “Cy” or its methodology and outputs refer to the algorithms offered by CyborgTech through the Cy Platform. The Cy Program uses financial information input into the system by an Introducing Advisor on a client’s behalf, to assist in first determining a client’s loss tolerance, and next estimating the client’s required rate of return (“RROR”) necessary to meet the client’s retirement goals subject to certain assumptions as disclosed on the platform. Once the loss tolerance is established and the RROR estimate is calculated, the Cy Program uses historical data analysis to produce an optimized portfolio that aims to satisfy both goals for the client when possible. An optimized portfolio allocation illustration will then be reviewed by the Introducing Advisor with their client for appropriateness and suitability. Introducing Advisors have the ability to recommend other Cy Optimized Portfolios to their clients as well as WBI SMAs and other investment strategies through the Cy Platform. WBI will use the

Cy Program to periodically monitor client account allocations and rebalance or reconstitute each account among available underlying strategies and products within an optimized portfolio, as WBI deems appropriate to meet the Client’s stated investment objective. Therefore, WBI’s discretionary authority also includes the ability to adjust, replace, increase or reduce asset allocations without prior consultation with the Client. Clients should consider that the Cy Program is not designed to provide clients with a comprehensive financial plan and instead is built to advise clients on how they may seek to achieve discrete risk/return goals selected by the Client. For additional important information pertaining to the Cy Program strategies, please read the Terms and Conditions and Important Disclosures on the Cy website, prior to investing. Disclosures are also available from your Introducing Advisor. In addition to the Portfolio Strategies offered at any given time, there may be existing client accounts being managed using Portfolio Strategies that are no longer being offered to new clients. A list of discontinued Portfolio Strategies is available on request. Sponsored Investment Management Programs or Investment Wrap Programs Clients may also gain access to WBI investment management services through advisory programs or investment platforms (each a “Program”) sponsored by unaffiliated investment advisers and/or broker- dealers (each a “Sponsor”). The Programs may be wrap-fee programs, overlay portfolio management programs, or general asset allocation programs. Through the Programs, clients must establish an account directly with the Sponsor. WBI is then available to clients for selection as an independent investment manager. Many of the terms and conditions of the Programs are determined by the Sponsor. For wrap- fee programs, a portion of the wrap fee is paid to WBI for its investment management services. Please refer to Item 5 (Fees and Compensation) of the Brochure for more details on the fees for these Programs. In certain Programs or pursuant to a model portfolio services agreement, WBI provides investment recommendations in the form of model portfolios to a Sponsor or an overlay portfolio manager (collectively, “OPM”), which may or may not be affiliated with the Sponsor and which may utilize such recommendations in connection with its management of Program client accounts. OPMs receive WBI’s model portfolios for a particular Portfolio Strategy (as described below). Based on the model portfolio, the OPM or its designated representative, exercises investment discretion and executes each client’s portfolio transactions predicated on the OPM’s own investment judgment. WBI also develops and maintains model portfolios comprised of WBI-Affiliated ETFs or other securities. These Model Portfolios are licensed or otherwise made available to intermediaries and accessed by intermediaries through third-party platforms. Users of such platforms may use the Model Portfolios as investment strategies for managing their underlying clients’ accounts. Information about Model Portfolios is made available on certain platforms and is updated periodically in accordance with the Model Portfolio’s reallocation schedule. Based on the Model Portfolio, the platform sponsor or its designated representative, often referred to as an “overlay manager,” exercises investment discretion and executes each client’s portfolio transactions predicated on the platform sponsor’s or overlay manager’s own investment judgment. WBI does not provide Model Portfolios based on the individual needs of any program client. As is the case with SMA accounts, clients accessing WBI directly through a Platform have the ability to impose reasonable restrictions on their accounts. ERISA and Other Plans WBI provides services as a discretionary investment manager to pension plan and other employee benefit clients subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), and to individual retirement accounts (“IRAs”) and other plans and arrangements subject to the prohibited transaction provisions of the Internal Revenue Code of 1986 (the “Code”), through its separately managed account program and through wrap-fee and asset allocation programs sponsored by unaffiliated investment advisers and/or broker-dealers. To the extent that WBI, in providing discretionary investment management services to pension plan and other employee benefit plan clients that are subject to Title I of ERISA through these programs, provides services that are defined in ERISA Section 3(21) as fiduciary services, WBI acknowledges that it acts as a fiduciary. Similarly, to the extent that, in providing such discretionary investment management services to IRAs and other plan clients subject to Section 4975 of the Code through these programs, WBI acknowledges that it acts as a fiduciary. In its services to ERISA pension plan clients under the SMA and sponsored investment management programs or wrap programs, WBI is a “covered service provider” under regulations issued by the U.S. Department of Labor (“DOL”) under Section 408(b)(2) of ERISA. Accordingly, WBI will disclose, to the extent required by ERISA Regulation Section 2550.408b-2(c), to its ERISA pension plan clients the services it will provide to the plan client, its status as a fiduciary under Section 3(21) of ERISA, and the compensation, direct and indirect, that it and its subcontractors and affiliates reasonably expect to receive under the arrangement reasonably in advance of the date on which WBI enters into the arrangement with the plan client. In accordance with ERISA Regulation Section 2550.408b-2(c)(vi)(A), WBI will disclose within thirty (30) days following receipt of a written request from the responsible plan fiduciary all information relating to compensation or fees received in connection with the arrangement with the pension plan client that is required for the plan to comply with the reporting and disclosure requirements of Title I of ERISA. Where WBI invests assets of ERISA, IRA or other plan clients in Affiliated ETFs through the SMA or platform programs it will either comply with the requirements of relevant DOL prohibited transaction exemptions or structure the transactions in order to avoid the need for a prohibited transaction exemption. WBI’s Tax-Smart SMA Program implements our proprietary portfolio strategies through an allocation to the Affiliated ETFs. Clients should be aware that while we believe the allocation to ETFs in our Tax- Smart SMA Program may provide increased tax efficiency over traditional SMA approaches, tax- qualified accounts, such as IRAs, do not benefit from a tax-efficient or “Tax-Smart” structure. WBI does not provide tax services or tax advice. Please consult with a tax professional prior to making investment decisions. Establishing Accounts with WBI Products WBI Separately Managed Accounts The new account process for participation in a WBI Separately Managed Account Program requires the Introducing Advisor to obtain information from the Client regarding the Client’s financial situation, investment objective and any reasonable restrictions the Client wishes to place on the investment of the Account. The Introducing Advisor shall conduct an analysis and make a determination of the suitability of the services to be provided for the Client. This analysis will include the Introducing Advisor completing WBI’s Client Information & Strategy Selection form or developing a client profile through the Cy Platform. Clients select one or more portfolio strategies (each a “Portfolio Strategy” or collectively “Portfolio Strategies”) based on their circumstances and goals, and their account(s) are managed on a discretionary basis to conform, as closely as is practicable, to the current allocation of the Portfolio Strategy selected. The Portfolio Strategy will be rebalanced periodically, as described in the Portfolio Strategy description, by buying or selling securities to bring the asset allocation in the client’s account in line with the target asset allocation for the Portfolio Strategy. Rebalancing trades for certain Portfolio Strategies are subject to minimum dollar amounts as determined by WBI and they generally do not occur on a single date, or on the same day. Rebalancing transactions for different clients will be effected at different prices. Clients will not be notified before a rebalance occurs. Asset allocation and rebalancing Portfolio Strategies does not guarantee a profit or protect against loss. Rebalancing trades in a taxable account may result in a taxable event for the client, as well as transaction costs. A list and description of the primary objective of each Portfolio Strategy, as well as some of their key investment and risk characteristics, is available upon request, and is provided by the Introducing Advisor to clients prior to or simultaneously with their entering into an investment management agreement. SMA and Platform accounts may, at the client’s election, access WBI’s Portfolio Strategies by investing in a portfolio of individual securities through WBI’s Traditional SMA Program, by investing in a portfolio of Affiliated ETFs through WBI’s Tax-Smart SMA Program, or through the Cy Portfolio Optimization Program. SMA and Platform accounts that are invested in a portfolio of Affiliated ETFs may also, at WBI’s discretion, hold individual securities directly in the account in order to provide exposure to instruments or market sectors that are not represented in the Affiliated ETFs. Prior to WBI providing investment management services, the client will be required to enter into a formal IMA with WBI setting forth the terms and conditions under which WBI will manage the client's assets, and a separate custodial/clearing agreement with the broker-dealer/custodian. Both WBI's IMA and the broker-dealer/custodian’s custodial/clearing agreement authorizes the broker-dealer/custodian to accept instructions from WBI to debit the account for WBI's investment management fee and to directly remit that management fee to WBI. The authority for WBI to calculate and have fees deducted directly from client accounts is a form of custody (as defined by the SEC under Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”)). Please read Item 15 of this Brochure for more information regarding custody. As stated above, WBI client assets are housed at qualified custodians, typically nationally recognized brokerage firms, but the ability to effectively integrate operations and trading processes with those used by WBI is also a consideration. A list of qualified custodians currently approved by WBI for a managed SMA is available on request. Certain broker-dealers/custodians may enable WBI to obtain many no-load mutual funds without transaction charges and other no-load and load waived funds at nominal transaction charges. The commission and/or transaction fees charged by any particular broker-dealer/custodian may be higher or lower than those charged by other broker-dealers. Please read Item 12 - Brokerage Practices of this Brochure for more information regarding our brokerage arrangements. In performing its services, WBI shall not be required to verify any information received from the client or from the client’s other professional advisers and is expressly authorized to rely on the information provided. It remains the client’s responsibility to promptly notify their Introducing Advisor and WBI if there is ever any change in the client’s financial situation or investment objectives for the purpose of reviewing, evaluating, or revising WBI’s previous allocations and/or services, or if the client wishes to impose any reasonable restrictions upon WBI’s management services. A copy of this Brochure will be provided to each client before, or at the same time, the Investment Management Agreement is executed. Sponsored Investment Management Programs or Investment Wrap Programs Clients must establish an account directly with the program sponsor. All applicable contracts and account paperwork will be completed by the client with the assistance of the program sponsor representative. The program sponsor representative will obtain the necessary financial data from the client, assist the client in determining suitability, and help the client to set the appropriate investment objectives. The program sponsor will then provide all necessary information to WBI. The program sponsor representative will meet periodically to review the client’s financial situation, investment objectives, and current portfolios and then make any necessary changes to the WBI portfolio strategy selection and notify WBI of any changes to be made. A representative of the program sponsor will be responsible for providing the WBI disclosure brochure. Depending on the money manager program, a WBI client agreement will also be provided to the client. WBI will have the power and authority, as granted by the client through the program sponsor contract, to make investment decisions over the portion of the client’s assets delegated to WBI. However, WBI may not be responsible for executing transactions in the client’s account. In those cases, WBI will provide all trade instructions to the sponsor of the program who will be responsible for executing the recommendations of WBI. Accounts established through a program sponsored by an unaffiliated investment adviser and/or broker- dealer will be held and cleared through a custodian selected by the program sponsor, pursuant to a relationship between the sponsor and the clearing broker-dealer. The program sponsor reserves the right to designate alternative clearing and custody arrangements similar to those of its preferred clearing broker-dealer. Custody of funds and securities is maintained by the various custodial firms, not by WBI.