Our Company WorthPointe, LLC ("WorthPointe," "Adviser," or "Firm") is a California limited liability company, principally owned by Worthhold, Inc. and indirectly owned by Christopher P. Van Slyke (through his investment in Worthhold, Inc.). Day-to-day strategic and administrative decision-making for WorthPointe is performed primarily by Mr. Van Slyke and Allison Blake, WorthPointe's Chief Compliance Officer. WorthPointe has representatives in several different offices, located in and around La Jolla and Newport Beach, California, Austin and Dallas, Texas, and Jackson, Wyoming.
This Brochure provides important information about WorthPointe, its services and compensation, the costs of its services, and situations where conflicts exist between the interests of its Clients and the interests of the Firm or its investment adviser representatives (each a "Representative"). Clients should pay particular attention to these conflicts of interest because they can affect WorthPointe's or the Representatives' decisions in managing the Client's account, in recommending a custodian or choosing a broker for the account, and in recommending or selecting investments, among other important considerations.
Clients and prospective Clients who have questions about WorthPointe's services, or the fees and expenses they will incur, or about the businesses discussed in this Brochure, or about other matters concerning the services we provide, or our role as the Client's investment adviser should contact their WorthPointe Representative at the email address, telephone number, or street address shown on the Brochure Supplement provided by the Representative. They may also reach our management, including our Chief Compliance Officer, at (800) 620- 4232 or allison.blake@wpwm.com, or at the address shown on the front of this Brochure.
WorthPointe Service Programs WorthPointe offers a discretionary managed account program, and a range of financial planning and consulting services, which are grouped under the following two service programs:
•WorthPointe Management Program ("WM Program")
•Financial Consulting Service Program This Brochure does not purport to describe every detail of our Programs. WorthPointe reserves the right, in its sole discretion, to negotiate the terms of Client Advisory Agreements. As a result, Clients are urged to review their individual Advisory Agreement for the specific terms that apply to them. WorthPointe Management Program Through the WM Program, WorthPointe offers Clients a fully discretionary managed account solution. The relationship between WorthPointe and the Client begins with the Representative getting to know the Client, and listening to the Client's needs and objectives. During the preliminary discussions, the Representative will obtain information about the Client and the Client's family and financial situation, investment objective, tolerance for risk/volatility, and other pertinent information (all the "Suitability Information").
Based on the Suitability Information, the Representative will assist the Client to identify a suitable allocation of the Client's assets across a variety of asset classes, including, equities, fixed income, and cash. For many Clients, WorthPointe is able to meet their investment needs through one of our core model portfolios. For Clients with more complex investment needs, WorthPointe is able to leverage the review and research of our Investment Committee to broaden a portfolio's exposure to additional asset classes or to increase its weighting within a 4 specific class through greater depth across manager style, industry sector or capitalization, or other characteristics. Through this discovery process, the Representative will assist the Client to identify the WorthPointe model portfolio that reflects the appropriate asset classes, allocated in such proportions most closely aligned with Client's investment objective, target for account risk/volatility, and other key parameters.
WorthPointe will implement the initial model portfolio for Client's account by investing the Client's Assets in a "Portfolio" of carefully chosen and allocated investments selected to reflect the asset classes of the model portfolio. At present, WorthPointe's model portfolios are implemented through a diversified mix of mutual funds advised by Dimensional Fund Advisors LP ("DFA") or other mutual fund families, but may also include other investments appropriate for a Client's portfolio.
Custodian Clients who wish to participate in the WM Program must maintain the assets to be managed pursuant to this Agreement (including all additions, gains, and income thereto, collectively the "Managed Assets") with a qualified custodian acceptable to WorthPointe, in its sole discretion, to be maintained in accounts (collectively, if more than one, the "Managed Account"), in Client's name. WorthPointe recommends Clients use the custodial and brokerage services of: Charles Schwab & Co., Inc., member FINRA/SIPC, through one or more of its affiliated broker-dealers (collectively referred to as "Schwab") or Shareholder Service Group, Inc. ("SSG"), member FINRA/SIPC. Schwab and SSG are independent broker-dealers not affiliated with WorthPointe. Schwab and SSG are referred to collectively as "Custodian." Please refer to Item 12 for more information regarding brokerage practices.
Account Expectations, Expenses & Taxes WorthPointe seeks to control Client investment fees and expenses through its choices of investments, and subject to the needs of prudent portfolio management, the efficient administration and management of all of our clients' Portfolios, and the discretion of our portfolio managers and traders, we endeavor to control transaction costs.
Neither WorthPointe nor the Representatives are acting as accountants or tax advisors for Client, and are not providing tax advice; Client must rely on his or her own tax advisors with respect to the tax consequences of transactions involving the Managed Assets.
Discretionary or Non-Discretionary Account In the Advisory Agreement, Client will grant WorthPointe full authority and discretion to manage the Managed Account(s) and Managed Assets, without prior consent of, or notice to, Client, and WorthPointe will provide continuous and regular investment management services with respect to the Managed Account(s) and Managed Assets in seeking to achieve the Managed Account's objectives. WorthPointe may elect to change (on either a temporary or permanent basis) the mutual funds or fund families used to implement a Portfolio, and the asset classes and class weightings of a Portfolio, for example. WorthPointe may also change the investment strategy for a particular Portfolio, and may designate a different Portfolio for a Managed Account, without prior notice to, or consent of, the Client.
All Managed Accounts are fully discretionary, unless WorthPointe specifically agrees to accept an account on a non-discretionary basis, which it shall decide in its sole discretion. If WorthPointe agrees to accept an account on a non-discretionary basis, WorthPointe will have an ongoing responsibility to select or make recommendations as to specific securities or other investments the account may purchase or sell, based upon the needs of the Client.
Except in the case of non-discretionary accounts to be treated as Advised Accounts (as described below), WorthPointe will be responsible for arranging or effecting the security purchases or sales of non-discretionary accounts. Representative will provide services for such non-discretionary accounts on a periodic basis, as provided in the Advisory Agreement.
5 From time to time, Client may identify to WorthPointe certain investment accounts (typically, but not exclusively, retirement or employee benefit accounts) with respect to which Client requests WorthPointe's investment advice, but which WorthPointe is not be able to manage on a discretionary basis nor is it able to place trades for the account. Under those circumstances, WorthPointe may, in its discretion, agree to accept such accounts (each an "Advised Account") to provide non-discretionary investment recommendations with respect to the assets (the "Advised Assets") maintained with the plan administrator, trustee, or other qualified custodian of the Advised Account, the terms of which to be negotiated on a Client-by-Client basis, depending on the nature of the Advised Account and Advised Assets, and the frequency of monitoring and recommendations requested by the Client. If Client wishes to implement WorthPointe's ideas or recommendations with respect to Advised Assets, Client will have sole responsibility for placing trades with the appropriate plan administrator, trustee, or other qualified custodian, or their designated broker or other financial intermediary, in order to buy, sell, or exchange investments maintained as Advised Assets.
Clients should be aware that because of the time delays involved in obtaining Client consent for trades in non- discretionary accounts, WorthPointe's policies provide for it to place orders for discretionary accounts before contacting Clients of non-discretionary accounts for consent and placing orders for these accounts. Although this practice is not expected to affect investments in mutual funds (which should obtain the same daily NAV price), it may materially affect the prices discretionary accounts receive for other types of Portfolio investments. As a result, discretionary accounts may perform materially differently than non-discretionary accounts.
Please refer to Item 8 for information about WorthPointe's methods of analysis and investment strategies, the types of investments WorthPointe generally recommends, and the material risks involved with respect to the WM Program. Refer to Item 12 for information regarding brokerage. Subadvisers, Third-Party Managers & Third-Party Programs In its discretion, WorthPointe is authorized to engage one or more investment managers (each a "Subadviser," also referred to as a "Manager"), which WorthPointe may engage as its subadviser. WorthPointe may delegate the discretionary management of all or part of any Managed Account, based upon the Managed Account's stated investment objective and risk/volatility parameter, without prior consultation with the Client and without the Client's prior consent. In WorthPointe's discretion, it may grant a Manager authority to further delegate such discretionary investment authority to additional Managers. Each such Manager shall have limited power-of- attorney and trading authority over the Managed Assets directed to them for management and shall be authorized to

buy, sell, and trade in securities in accordance with the Managed Account's investment objective and risk/volatility parameter as communicated by WorthPointe (or any delegating Manager), and to give instructions in furtherance of such trading authority to any Broker-Dealer and Custodian.
In most arrangements involving Subadvisers, Client will generally not have a direct agreement with the Subadviser. In those cases, advisory fees charged by a Subadviser will be deducted from the Account and paid directly to the Subadviser. However, from time to time, the investment programs of certain Sponsors will require the Subadviser to enter into a subadvisory agreement with WorthPointe, but also require the Subadviser to enter into a direct agreement with the Client. In such cases, the Client will also be required to enter into a separate management agreement with the Subadviser, upon WorthPointe's request.
In addition to the Subadviser arrangements, WorthPointe may also approve from time to time one or more investment program(s) (each a "Third-Party Program") sponsored by a third-party investment firm (each a "Sponsor"), through which the Managed Assets will be allocated to one or more third-party investment managers available through the Third-Party Program (referred to as a "Third-Party Manager," or a "Manager"). In a Third- Party Program, Client's relationship with WorthPointe will be governed by the Advisory Agreement; however, Client's relationship with respect to the Sponsor and each Manager will be governed by and subject to the terms of the separate agreement (the "Third-Party Agreement") between Client, the Sponsor, and in some programs, the Manager(s). Each Manager designated for Client will manage the Managed Assets allocated to the 6 Manager, according to the Manager's designated investment portfolio and style. The Client will receive from the Sponsor or Manager the Form ADV Part 2A Brochure of the Sponsor, and the Brochure of each Manager engaged to manage Client's Assets.
Authority Regarding Managers and Programs Client will authorize WorthPointe to "hire and fire," add, terminate, replace, and change any Manager, whether as Subadviser or Third-Party Manager, in a subadvisory program, in a Third-Party Program, or otherwise, when, in WorthPointe's sole discretion, it determines such action is in Client's or any Managed Account's best interest.
WorthPointe will review and monitor the Managed Accounts managed by each Manager. For such services WorthPointe shall be paid its Advisory Fee with respect to the Managed Assets managed by each Manager.
Clients interested in a Subadviser or Third-Party Program will receive from the Representative information regarding the available Managers in which the Client is interested, once the Client's needs and objectives have been identified. Client will authorize the Custodian maintaining the Managed Assets managed by a Subadviser or Third-Party Manager to provide account statements and confirmations of transactions (electronically or via internet) to WorthPointe and the Representative, along with an indication that account statements have been sent to the Client, and to permit WorthPointe and the Representative to electronically view and download account information. Client will grant WorthPointe and the Representative unrestricted access to such account information.
Sub-Advisory Services to Registered Investment Advisers We offer sub-advisory services to an affiliated registered investment adviser (the "Primary Investment Adviser"). As part of these services, we will manage assets delegated to our firm by the Primary Investment Adviser. While we are responsible for the overall management of the assets delegated to our firm, we will not typically communicate investment recommendations or selections directly to the Primary Investment Adviser's individual clients. Please refer to Item 8 for information about WorthPointe's methods of analysis and investment strategies, the types of investments WorthPointe generally recommends, and the material risks involved with respect to the Investment Management Program. Refer to Item 12 for information regarding brokerage. Financial Consulting Service Program Through the Financial Consulting Service Program, WorthPointe provides a range of financial consulting services to address a variety of financial planning and consulting needs, as categorized below: Business PlanningInvestment Consulting Cash Flow Forecasting Insurance Needs Analysis Asset Allocation Retirement Plan Analysis Retirement PlanningCharitable Giving Estate Planning Risk Management Financial ReportingDistribution Planning 7 Clients interested in these services will enter into a written Advisory Agreement with WorthPointe that describes the specific Financial Consulting Service(s) to be provided, the fees to be charged, and any additional pertinent details, such as whether a written report or plan will be provided, and if so, whether in hard copy or electronic format. A written or electronic report or financial plan will not be provided, unless specifically provided in the Advisory Agreement.
WorthPointe's project or consulting fee will vary depending on the nature, complexity, and scope of the services to be provided, as well as other factors, such as the identity of the Client, potential for new or additional assets or referrals, and other factors subject to our discretion. Advice is based on objectives communicated, either orally or in writing, by the Client or the Client's advisers. Advice may be provided through individual consultations or a written plan document, as agreed between WorthPointe and Client.
Depending on the project or service to be provided, Clients may be asked to provide detailed information about the Client's personal and family situation, estate and retirement plans, trust agreements, wills, investments, insurance, or other information necessary to provide the specific services requested. For specific types of services, based on the information provided by the Client, the Representative will develop recommendations to help the Client towards achieving his or her investment objectives. Please note the Financial Consulting Services are not intended to be a "comprehensive financial plan." Information Regarding Our Services Reliance on Information from Client, Client's Professionals & Third Parties In providing the services through the WM Program and the Financial Consulting Service Program, WorthPointe and the Representative will rely on information from Client, and in certain cases, information from Client's advisers (e.g., attorneys, accountants, etc.), as well as on certain assumptions and estimates regarding a number of important factors, such as Client's financial or tax condition or liabilities, that may or may not turn out to be accurate at any time. This information and assumptions will often include information and subjects such as future market performance and investment returns, anticipated and reasonably foreseeable living and medical expenses, tax laws, interest rates, and other factors. WorthPointe does not verify information received from Client or from such other professionals, and WorthPointe is expressly authorized to rely on such information. As a result of likely differences between the items assumed and the actual situation at any time in the future, Client's (or Client's successors') financial situation or needs may be materially different than anticipated and Client's financial or investment objectives may not be achieved.
Clients are advised that it remains their responsibility to promptly notify WorthPointe of material changes in their financial situation, needs, or investment objectives, to allow for reviewing, re-evaluating, or revising WorthPointe's previous recommendations or services.
Changes in Client Circumstances Clients are advised that changes in their personal or financial situation, investment objectives, tolerance for risk, investment time horizon, or other Suitability Information may cause a Portfolio or strategy to become no longer suitable. In the event of any material change in Client's personal or financial circumstances, Client should notify WorthPointe, in writing, so that we may assist in identifying another Portfolio, program, strategy or other investments that better meet the Client's needs.
8 Management of Account Until We Receive Notice Unless and until the Client notifies WorthPointe, in writing, to designate a different Portfolio, for their Account, or notifies WorthPointe of material changes in their Suitability Information, or to impose reasonable restrictions on the investment of their Account, WorthPointe will continue to manage the Managed Account according to the Suitability Information in WorthPointe's records.
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.
Assets under Management As of December 31, 2023, we provide continuous management services for $757,672,737 in client assets on a discretionary basis.