A. Firm Information M Group Investment Advisor, LLC ("M Group" or the "Advisor") was originally a state registered investment advisor with the states of Florida, Oregon, and Washington. As of December 18, 2020 M Group transitioned its registration and is now registered with the Securities and Exchange Commission (SEC). M Group is organized as a Limited Liability Company (LLC) under the laws of the State of Oregon. M Group has been providing advisory services since February 2012 and is owned and operated by Principal, John A. Marcelia. This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by M Group. B. Advisory Services Offered M Group offers investment advisory services to individuals, high net worth individuals, trusts, estates large and small businesses in Oregon, Washington and such other states where we are required to register according to appropriate state laws (each referred to as a "Client"). Account Portfolio Management M Group provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management and consulting services. M Group works with each Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to create a portfolio allocation. M Group will then construct a portfolio, consisting of low-cost, diversified mutual funds and/or exchange- traded funds ("ETFs") to achieve the Client's investment goals. The Advisor may also utilize individual stocks and bonds to meet the needs of its Clients. M Group's investment strategy is primarily long-term focused, but the Advisor may buy, sell or re- allocate positions that have been held less than one year to meet the objectives of the Client or due to market conditions. M Group will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to the acceptance by the Advisor. M Group evaluates and selects securities for inclusion in Client portfolios only after applying their internal due diligence process. M Group may recommend, on occasion, redistributing investment allocations to diversify the portfolio. M Group may recommend specific positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge against market movement, which may adversely affect the portfolio. M Group may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client's risk tolerance. M Group will provide investment advisory services and portfolio management services and will not provide securities custodial or other administrative services. At no time will M Group accept or maintain custody of a Client's funds or securities. All Client assets will be managed within their designated brokerage account or pension account, pursuant to the Client Investment Advisory Agreement. Managed Account Programs M Group may recommend to Clients that all or a portion of their portfolio be implemented by utilizing one or more unaffiliated money managers participating in a managed accounts program at the Client's selected custodian (the "Program Sponsor"). The Client will then enter into a program and investment advisory agreement with the Program Sponsor and the participating money manager[s]. The Advisor will assist and advise the Client in establishing investment objectives for the account, the selection of the money manager[s], and defining any restrictions on the account. M Group will continue to provide oversight of the Client account and ongoing monitoring of the activities of the unaffiliated money managers. These money managers will develop an investment strategy to meet those objectives by identifying appropriate investments and monitoring such investments. In consideration for such services, the Program Sponsor will charge a program fee that includes the investment advisory fee of the money managers, the administration of the program and trading, clearance and settlement costs. The Program Sponsor will add M Group's Investment Advisory Fee (described below in Item 5) and will deduct the overall fee from the Client account, generally on a quarterly basis. The asset-based program fee is tiered and varies depending on the size of the account, the asset class of the underlying securities and the sub- advisor selected. M Group does not receive any compensation from these unaffiliated money managers or the Program Sponsor, other than M Group's Investment Advisory Fee (described in Item 5). The Client, prior to entering into an agreement with a Program Sponsor, will be provided with the Program Sponsor's Form ADV Part 2 (or a brochure that makes the appropriate disclosures). In addition, M Group and its Client will agree in writing that that selected Program Sponsor will manage the Client's account on a discretionary basis. In selecting other unaffiliated money managers to manage your account, M Group will make certain that advisers to which we refer you are properly licensed or registered as an investment adviser. Retirement Plan Consulting Services We offer retirement plan consulting services to employee benefit plans and their fiduciaries based upon the needs of the plan and the services requested by the plan sponsor or named fiduciary. In general, these services may include an existing plan review and analysis, plan-level advice regarding fund selection and investment options, education services to plan participants, investment performance monitoring, and/or ongoing consulting. These retirement plan consulting services will generally be non-discretionary and advisory in nature. The ultimate decision to act on behalf of the plan shall remain with the plan sponsor or other named fiduciary. We

may also assist with participant enrollment meetings and provide investment-related educational seminars to plan participants on such topics as:
• Diversification
• Asset allocation
• Risk tolerance
• Time horizon Our educational seminars may include other investment-related topics specific to the particular plan. We may also provide additional types of retirement plan services to plans on an individually negotiated basis. All services, whether discussed above or customized for the plan based upon requirements from the plan fiduciaries (which may include additional plan-level or participant-level services) shall be detailed in a written agreement and be consistent with the parameters set forth in the plan documents. Either party to the retirement plan consulting agreement may terminate the agreement upon 30-days' written notice to the other party. The pension consulting fees will be prorated for the quarter in which the termination notice is given and any unearned fees will be refunded to the client. Advisory Services to Retirement Plans As disclosed above, we offer various levels of advisory and consulting services to employee benefit plans ("Plan") and to the participants of such plans ("Participants"). The services are designed to assist plan sponsors in meeting their management and fiduciary obligations to Participants under the Employee Retirement Income Securities Act ("ERISA"). 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. In providing services to the Plan and Participants, our status is that of an investment adviser registered with the State of Oregon, Washington, California, Texas, Utah and such other states where we are required to register according to appropriate state laws and other state securities authorities as may be required, and we are not subject to any disqualifications under Section 411 of ERISA. In performing fiduciary services, we are acting as a non-discretionary fiduciary of the Plan as defined in Section 3(21), only. In certain circumstance, we may also act as a discretionary "investment manager" of the Plan as defined in Section 3(38) under ERISA. Potential Additional Retirement Services Provided Outside of the Agreement We and our IARs, in the course of providing Retirement Plan Services or otherwise, may establish a client relationship with one or more plan participants or beneficiaries. Such client relationships develop in various ways, including, without limitation:
• as a result of a decision by the plan participant or beneficiary to purchase services from us not involving the use of plan assets;
• as part of an individual or family financial plan for which any specific recommendations concerning the allocation of assets or investment recommendations relating to assets held outside of a plan; or
• through a rollover of an Individual Retirement Account ("IRA Rollover"). In providing these optional services, we may offer employers and employees information on other financial and retirement products or services offered by us and our IARs. If we are providing Retirement Plan Services to a plan, IARs may, when requested by a participant or beneficiary, arrange to provide services to that participant or beneficiary through a separate agreement. When a participant requests assistance with an IRA Rollover from his/her plan to an account advised or managed by us, we will have a conflict of interest if our fees are reasonably expected to be higher than those we would otherwise receive in connection with the Retirement Plan Services. For participants invested in plans which we do not advise, we also have a conflict of interest given that we may not earn any compensation if they remain invested in their current plan. We will disclose relevant information about the applicable fees charged by us prior to opening an IRA account. Any decision to affect the rollover or about what to do with the rollover assets remain that of the plan participant or beneficiary alone. C. Client Account Management Prior to engaging M Group to provide investment advisory services, each Client is required to enter into an Investment Advisory Agreement with the Advisor that defines the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: Establishing an Investment Policy Statement - M Group, in connection with the Client, may develop a statement that summarizes the Client's investment goals and objectives along with the broad strategy[ies] to be employed to meet the objectives. Asset Allocation - M Group will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client. Portfolio Construction - M Group will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. Investment Management and Supervision - M Group will provide investment management and ongoing oversight of the Client's portfolio and overall account. D. Wrap Fee Programs M Group does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by M Group. M Group does recommend managed accounts programs for Clients. E. Types of Investments We primarily offer advice on equity securities, exchange traded funds, mutual funds, variable annuities, and others. 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. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. F. Assets Under Management As of December 31, 2023, we have the following assets under management: Discretionary: $202,582,168 Non-Discretionary: $ 53,590,136