MWM offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to MWM rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with MWM setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). MWM filed for registration as an investment adviser in March 2022 and is owned by Thomas M. Moran, Patrick Moran, Kylen S. Moran, Donald Drury, Charles Chesebrough, Michael Mongin, Christina D. Shaw, Angelett N. Nurse, Corey R. Grant, Ryan E. Frank, Chelsea Ganey, and Ashley Buboltz. As of December 31, 2023, MWM has $4,266,886,768 in assets under management; $3,344,884,208 of which was managed on a discretionary basis and $922,002,560 of which was managed on a non-discretionary basis. In addition, the Firm (through its business name of Pelican Bay Capital Management) has assets under advisement of $177,495,486. The assets under advisement are through a sub-advisory relationship where Pelican Bay Capital Management provides recommendations to a client, but the client implements the recommendations based on its discretion. While this brochure generally describes the business of MWM, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or other persons who provide investment advice on MWM’s behalf and are subject to the Firm’s supervision or control. Financial Planning and Consulting Services MWM offers clients a broad range of financial planning and consulting services, which include any or all of the following functions:
• Business Planning
• Cash Flow Forecasting
• Trust and Estate Planning
• Financial Reporting
• Investment Consulting
• Insurance Planning
• Retirement Planning
• Risk Management
• Charitable Giving
• Distribution Planning
• Tax Planning
• Education Planning While each of these services is available on a stand-alone basis, certain of them can also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below). Page | 5 © MarketCounsel 2024 In performing these services, MWM is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. MWM recommends certain clients engage the Firm for additional related services and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage MWM or its affiliates to provide (or continue to provide) additional services for compensation, including investment management services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by MWM under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising MWM’s recommendations and/or services. Family Office Services The Firm can be engaged to provide family office services. The family office services include:
• Household finances – including bookkeeping, bill paying, budgets, cash flow.
• Tax preparation - coordination with CPA, compiling necessary information/documents for timely completion of return(s).
• Coordination with other professionals (attorney/CPA/financial) as needed to assist in managing affairs, keep up-to-date on client’s current/upcoming situation and life changes.
• Communication with family contact/POA/trustee regarding on going status of finances, property, household employees/aides, upcoming matters and issue that arise.
• Insurance/claims support.
• LTC filing/claims support.
• Support with responsibilities after a spouse passes.
• Support with fraud issues.
• Medical billing issues/medicare/supplemental/prescription.
• Support regarding household employees/home health aides and payroll.
• Support with maintenance/repair of properties.
• Support with running multiple households for out of state/seasonal clients.
• Support with moving/shipping logistics.
• Coordination of appointments and transportation. Page | 6 © MarketCounsel 2024 Consulting Services for Variable Annuity Contracts The Firm can provide advice to clients regarding their variable annuities and/or insurance policies through a relationship with RetireOne, Inc. and EF Legacy Securities, LLC (“EFLS” and together with RetireOnce, Inc., “RetireOne”) or DPL Financial Partners, LLC (“DPL”). RetireOne and DPL engage the Firm

to advise the client on the investment of the subaccounts amongst the various options available. The services are provided to RetireOne or DPL for customers (“Brokerage Customers”) who provide written consent requesting to receive the Firm’s consulting services. The Firm only provides these services to clients that have signed an Advisory Agreement with the Firm and have consented to such with RetireOne and/or DPL. Wealth Management Services MWM provides clients with wealth management services which include a broad range of financial planning and consulting services as well as discretionary and/or non-discretionary management of investment portfolios. MWM primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”), individual debt and equity securities, including American Depository Receipts (“ADRs”), and alternative investments (including private collective investment vehicles and other privately place securities) in accordance with their stated investment objectives. Where appropriate, the Firm also provides advice about any type of legacy position or other investment held in client portfolios, but clients should not assume that these assets are being continuously monitored or otherwise advised on by the Firm unless specifically agreed upon. Clients can engage MWM to manage and/or advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, MWM directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. MWM tailors its advisory services to meet the needs of its individual clients and seeks to ensure, on a continuous basis, that client portfolios are managed in a manner consistent with those needs and objectives. MWM consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify MWM if there are changes in their financial situation or if they wish to place any limitations on the management of their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if MWM determines, in its sole discretion, the conditions would not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Page | 7 © MarketCounsel 2024 Services Provided by Pelican Bay Capital Management The Firm provides certain services under the name of Pelican Bay Capital Management (“PBCM”). Through PBCM, the Firm provides discretionary investment management services as well as sub-advisory services. Investment Management Services PBCM manages assets through model portfolios. These services are generally not tailored to the individual needs of clients. Clients, however, may impose reasonable mandates or restrictions in writing. The portfolios are currently made up of the following. Please refer to the section on Item 8: Methods of Analysis, Investment Strategies and Risk of Loss for a more detailed description of PBCM’s investment strategy. Concentrated Value Portfolio The Concentrated Value Portfolio offers a concentrated portfolio that invests a limited number of long equity positions. The Strategy invests in the equities of high-quality companies that enjoy durable competitive advantages and sound balance sheets that sell for significant discounts to our estimates of their intrinsic values. The strategy employs “bottom-up” analysis and fundamental research to identify investment opportunities for execution of the investment strategy. Dynamic Income Allocation Portfolio The Dynamic Income Allocation Portfolio invests in a diversified portfolio of Exchange Traded Funds (ETF’s) that each attempt to mimic their corresponding indices of equities, bonds, preferred stocks, Master Limited Partnerships and REITS. The portfolio uses a top-down approach to allocate investments between these ETF’s with the dual mandate of achieving a midsingle digit income, and protection of principle through diversification. Sub-Advisory Services PBCM can be engaged to provide sub-advisory services. The terms, services and investment strategies are individually negotiated between PBCM and the advisor. Services Provided by Seagate Capital Management The Firm provides certain services under the name of Seagate Capital Management ("Seagate"). Through Seagate, the Firm provides discretionary investment management services as well as sub-advisory services. The fees for Seagate's services can be lower than those described for MWM, but the minimum strategy requirements are the same. Page | 8 © MarketCounsel 2024