Preston Wealth Advisors, LLC (“PWA” or “the Firm”) was organized as a limited liability company under
the laws of the State of Delaware on October 16, 2012, and registered with U.S. Securities and Exchange
Commission (“SEC”) as an investment adviser pursuant to the U.S. Investment Advisers Act of 1940, as
amended (“Advisers Act”) on April 13, 2015.
Currently, Theodore J. Doremus is a 60% owner of PWA, and Gregory D. Mattingly is a 40% owner. The
Managing Member, Chief Executive Officer (“CEO”), and Chief Compliance Officer (“CCO”) of PWA is
Theodore J. Doremus. The Chief Financial Officer (“CFO”) of PWA is Gregory D. Mattingly.
Description of Advisory Services
PWA provides discretionary and non-discretionary investment advice to individuals, families, and their related
entities, such as: trusts, pensions, profit-sharing plans, not-for-profit organizations, other tax-exempt entities,
limited liability companies, corporations, and other entities and businesses.
Accounts
PWA utilizes both active and passive asset management strategies, executing specific investment strategies
(“Portfolio Strategies”), and may invests the assets under management in – individual stocks, mutual funds
(“Investment Funds”), exchange-traded funds (ETFs), debt securities (“Fixed Income;” i.e., US Treasury bills,
US Treasury notes, US Treasury bonds, municipal bonds, corporate bonds, etc.), money market securities (i.e.,
negotiable certificates of deposits (CDs) and more), real estate investment trusts (REITs), investment trusts
and alternative investments, inverse funds, and derivatives (i.e., stock options). “Accounts” means both
Separate Accounts (as defined below) for private clients and Sub-Advised Accounts (as defined below) where
PWA acts as a sub-adviser to another registered investment adviser. As needed, PWA provides investment
advice to clients with respect to individual securities.
Private Clients
The Firm’s advisory services to private clients are provided based on individual client needs. This means that
when the Firm establishes a separately managed account (each, a “Separate Account”), the Firm will to its
best obtain certain information from each client regarding the client’s financial situation, risk tolerance, or
investment objective and whether they wish to impose or modify existing investment restrictions. The Firm
will not enter into an investment advisory relationship with a prospective client whose investment objectives
may be considered incompatible with its investment philosophy or strategies or where the prospective client
seeks to impose unduly restrictive investment guidelines.
Each client must appoint PWA as their investment adviser of record on that client’s Separate Account(s)
pursuant to an investment advisory agreement (“IAA”). Each Separate Account is managed by PWA and
invested in Portfolio Strategies based upon the client’s financial situation, investment objectives, and risk
tolerance. These Portfolio Strategies may differ from those offered to Sub-Advised Separately Managed
Accounts, defined below.
The client will be responsible for notifying PWA of any updates regarding his, her or its financial situation,
risk tolerance, or investment objective and whether he, she or it wishes to impose or modify existing
investment restrictions; however, the Firm will attempt to contact the client at least annually to discuss any
changes or updates regarding the client’s financial situation, risk tolerance or investment objectives.
The Firm is always reasonably available to consult with clients relative to the status of the related Separate
Account(s). Each client has the ability to impose reasonable restrictions on the management of the client assets,
including the ability to instruct the Firm not to invest in certain Portfolio Strategies. The Firm may also, upon
request and direction of a client, and without discretion, trade (or hold in the Separate Account) specific
security or securities on the client’s behalf.
Sub-Advised Separately Managed Accounts (“Sub-Advised Accounts”)
PWA acts as sub-adviser to unaffiliated independent investment advisers (“Independent Advisers”) for all or
a portion of the assets of certain Independent Adviser’s (“Sub-Advised Clients”) clients as designated from
time to time by the Independent Adviser. Generally, PWA does not have the discretion to allocate Sub-Advised
Client assets among the Portfolio Strategies, however, PWA is designated with full power and authority and
discretion to buy, sell, or otherwise trade for the Portfolio Strategies selected by the Independent Adviser in
the Sub-Advised Accounts. The Independent Adviser: (a) shall be solely responsible for determining the
suitability of investing with PWA for Sub-Advised Clients and with respect to the Portfolio Strategy or
Portfolio Strategies being pursued by PWA with respect to the various related Sub-Advised Accounts, (b)
shall have the sole responsibility for meeting with Sub-Advised Clients, determining their investment
objectives, counseling them with respect to investment objectives and strategies and otherwise providing Sub-
Advised Clients with personalized investment advice, and (c) shall be responsible for periodically contacting
Sub-Advised Clients to determine whether there have been changes in their investment objectives or financial
circumstances.
Financial Planning Services
PWA offers financial planning services, which involves preparing a financial plan covering specific or
multiple topics which may include investment planning, retirement planning, insurance planning, tax planning,
portfolio review, and asset allocation. When providing financial planning and consulting services, the goal of
the client’s financial planner is to find ways to help the client understand their overall financial situation and
help the client set financial objectives.
The Firm also offers consultations in order to discuss financial planning issues when a client does not need a
written financial plan. The Firm offers a one-time consultation, which covers mutually agreed upon areas of
concern related to investments or financial planning. The Firm also offers “as-needed” consultations, which
are limited to consultations in response to a particular investment or financial planning issue raised or request
made by clients. Under an “as-needed” consultation, it will be incumbent upon the client to identify those
particular issues for which the client is seeking the Firm’s advice or consultation on.
Financial Planning services may include recommendations concerning investments, retirement planning,
college expense planning, and insurance planning.
The Firm’s financial planning and consulting services do not involve implementing any transaction on the
client’s behalf or the active and ongoing monitoring or management of its investments or accounts. The client
has the sole responsibility for determining whether to implement the Firm’s financial planning and consulting
recommendations. To the extent that a client would like to implement any of the Firm’s investment
recommendations through the Firm, the client must execute a separate written agreement with PWA and
establish an Account.
Investment Advisory Services via Portfolio Strategies
If a Plan fiduciary elects to include any of the PWA Portfolio Strategies as available options for the Plan, then
the Plan fiduciary client (or the participant) will direct the allocation of Plan assets among Portfolio Strategies
and will be allowed to impose reasonable restrictions upon the management of the Account. PWA will retain
discretion to buy, sell or hold investments in the Portfolio Strategies selected by the client, at the sole discretion
of PWA without first consulting with the client. PWA will not have any authority to add or remove Portfolio
Strategies to the Plan without the consent of the client.
Private Fund Management
PWA serves as the investment adviser and provides investment management services on a discretionary basis
to the GovCon Fund, LP (the “Fund” or the “Fund GP”) and to the GovCon Fund II, LP (the “Fund II” or the
“Fund II GP). The Fund and Fund II rely on an exemption from registration provided by Section 3(c)(1) of the
Investment Company Act of 1940, which excludes from the definition of investment company any issuer
whose outstanding securities are beneficially owned exclusively by no more than 100 beneficial owners and
which is not making and does not at that
time propose to make a public offering of such securities.
Prospective investors will be provided with a confidential Private Placement Memorandum (the “Offering
Memorandum”), when available, and Limited Partnership Agreement and Subscription Documents that give
the details of the investment objectives, risks, fees, and other important information about the Fund or Fund
II.
The investment objective of both the GovCon Fund, LP and GovCon Fund II, LP is to seek long-term capital
appreciation by making equity, equity-related, and debt investments (“Investments”) in companies that earn a
majority of their annual revenues from prime contracts or sub-contracts with the United States federal
government (“Portfolio Companies”). The Fund and Fund II intend to focus on Portfolio Companies that
qualify for certain contracts that are set aside by government agencies and departments for small businesses.
The Fund and Fund II seek to make debt, equity, and preferred equity Investments into Portfolio Companies
that tend to specialize in ‘set-aside’ contracts with the United States federal government (“GovCon
Companies”). ‘Set-aside’ contracts are contracts with the United States government that are set-aside for small
businesses. Preston Wealth Advisors, LLC, the Investment Manager (“Investment Manager”), recognizes that
set-aside contracts have a tendency to be harder to transact, but typically have the same margins and value as
‘full and open’ contracts, which have no restrictions on who can bid on the work (i.e., not limited to small
businesses). Due to the characteristic restrictions of set-aside contracts, brokers do not typically prefer to match
buyers and sellers of GovCon Companies, which the Investment Manager believes has resulted in the market
for GovCon Companies becoming illiquid and has led to depressed valuations of GovCon Companies.
Companies who bid for full and open contracts tend to transact at higher EBITDA and, if such companies do
have contracts, such set-aside contracts are often valued as worthless since the acquiring company is typically
bigger and cannot keep contracts that have been set aside for small businesses. The most qualified prospective
buyers of GovCon Companies oftentimes do not have enough money to finance the transaction or sufficient
assets to warrant a loan from a bank. Relatedly, the erratic cash flows of GovCon Companies typically make
it harder for GovCon Companies to support the three to five (3- 5) year loan terms typically demanded by the
banks, and the majority of banks are unwilling or unable to extend those loan terms either due to lack of
interest or the requirements of their banking charter.
Participant Account Management (Discretionary)
The Firm uses a third-party platform to facilitate management of held away assets such as defined contribution
plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody
of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not
affiliated with the platform in any way and receive no compensation from them for using their platform. A
link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client
account(s) is connected to the platform, the Adviser will review the current account allocations. When deemed
necessary, the Adviser will rebalance the account considering client investment goals and risk tolerance, and
in allocations will consider current economic and market trends. The goal is to improve account performance
over time, minimize loss during difficult markets, and manage internal fees that harm account performance.
Fiduciary Services
The Firm may enter into an IAA or Sub-Advisory Agreement with the responsible fiduciary (“Plan fiduciary”)
of an employee benefit plan (“Plan”) covered by the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) under which an unaffiliated investment adviser provides services as an investment
adviser concerning certain Plan assets held in an account (“Plan Account”).
Non-Discretionary Investment Advice
PWA provides Plan fiduciary clients with general, non-discretionary investment advice regarding asset classes
and investment options, consistent with the Plan’s stated goals. PWA will not have investment discretion or
any authority to add or remove investment options or trade securities of the Plan. The client will determine
whether or not to implement PWA’s advice and any implementation will be solely the responsibility of the
client.
Additional Services
Where PWA provides Investment Advisory Services via Portfolio Strategies or Non-Discretionary Investment
Advice, PWA may, upon request of the Plan fiduciary client, also provide some or all of the following
“Additional Services.”
Investment Selection Services
PWA will provide the Client with recommendations of investment options consistent with ERISA section
404(c).
Investment Due Diligence Review
PWA will provide the Client with periodic due diligence reviews of the Plan’s reports, investment options,
and recommendations.
Investment Monitoring
PWA will assist in monitoring investment options by reviewing investment reports that document investment
performance, consistency of fund management, and conformation to the guidelines outlined in the investment
policy statement, if the client elects an IPS and PWA will make recommendations to maintain or remove and
replace investment options. All documents will be provided to PWA by the plan fiduciary or the plan fiduciary
client.
Individualized Participant Advice
PWA will provide one-on-one advice to Plan participants regarding their individual situations.
Participant Education
PWA will provide education services to the Plan participants about general investment principles and the
investment alternatives available under the Plan.
Participant Enrollment
PWA will assist in the group enrollment meetings.
Due Diligence Review
PWA will provide clients with periodic due diligence reviews of the Plan’s fees and expenses and the Plan’s
service providers.
PWA provides the above services to the Plan as a fiduciary (within the meaning of Section 3(21) of ERISA)
and will act in a manner consistent with the requirements of a fiduciary under ERISA for all services for which
PWA is considered a fiduciary under ERISA.
1031 Like-Kind Exchange Advisory Services
PWA provides consulting services to select clients on a non-discretionary basis providing planning and/or
implementation of recommendations and decisions associated with 1031 like-kind exchanges arising from the
sale of real estate. Like-kind exchange transactions are only appropriate for certain sophisticated investors
having a need for this type of specialized real estate and tax transaction.
With the support and expert guidance of an independent third-party, PWA assists clients in evaluating the
appropriateness, based on their goals and objectives, of entering into an IRC Section 1031 like-kind exchange
related to the future sale of real estate currently owned and the benefits and risks associated with the purchase
of fractional ownership interests.
Restrictions on Investing
PWA is an active manager and invests the assets under management with respect to client Accounts in
Investment Funds utilizing the Portfolio Strategies as described in Item 8 as well as other proprietary models
for Private client accounts. PWA can manage accounts that are not invested in the Portfolio Strategies, such
as individual securities purchased directly by the client, when it is in the best interest of the Private client
account and by client request. Although PWA generally provides advice only with respect to the Portfolio
Strategies, PWA reserves the right to offer advice on any investment product that may be suitable for each
client’s specific circumstances, needs, goals, and objectives, including individual securities.
Wrap Fee Programs
PWA does not have any clients participating in wrap-fee programs and does not currently have plans of
moving any clients to this program.
Client Assets Managed by PWA
As of February 1, 2024, PWA has $214,569,272 in assets under management (AUM). $214,569,272 is
managed in a discretionary manner and $0 is managed in a non-discretionary manner.