The Joyce Wealth Management Wrap Program (the “Program”) is an investment advisory program sponsored by JWM. In addition to the Program, the Firm offers a variety of advisory services, which include financial planning, consulting, and investment management services under different arrangements than those described herein. Prior to JWM rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with JWM setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). JWM filed for registration as an investment adviser in February 2023 and is owned by John David Joyce. As of January 26, 2024, JWM had $356,824,474 assets under management. $262,424,070 of these assets were managed on a discretionary basis and $94,400,404 were managed on a non-discretionary basis. While this brochure generally describes the business of JWM, 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 any other person who provides investment advice on JWM’s behalf and is subject to the Firm’s supervision or control. Description of the Program The Program is offered as a wrap fee program, which provides clients with the ability to trade in certain investment products without incurring separate brokerage commissions or transaction charges. A wrap fee program is considered any arrangement under which clients receive investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and the execution of client transactions for a specified fee or fees not based upon transactions in their accounts. Clients must also open a new securities brokerage account and complete a new account agreement with Trade-PMR, or another broker-dealer that JWM approves under the Program (collectively “Financial Institutions”). JWM assists its clients in developing an appropriate strategy for managing their assets. Clients’ investment portfolios are managed on a discretionary or non-discretionary basis by JWM’s investment adviser representatives. JWM generally allocates clients’ assets among the various investment products available under the Program, as described further in Item 6 (below). Financial Planning and Consulting Services JWM offers clients a broad range of financial planning and consulting services, which include, but are not limited to, any or all of the following functions:
• Business Planning • Cash Flow Forecasting Page | 5 © MarketCounsel 2024
• Trust and Estate Planning
• Insurance Planning and Advice
• Tax Planning
• Retirement Planning
• Education Planning
• Risk Management 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). In performing these services, JWM 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. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage JWM 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 JWM 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 JWM’s recommendations and/or services. Investment Management and Wealth Management Services JWM 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. JWM primarily allocates client assets among various independent investment managers (“Independent Managers”), mutual funds, exchange-traded funds (“ETFs”), and individual debt and equity 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 JWM 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, JWM 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. JWM 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. JWM consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time Page | 6 © MarketCounsel 2024 horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify JWM 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 JWM 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. Use of Independent Managers As mentioned above, JWM selects certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager are set forth in a separate written agreement with the designated Independent Manager. That agreement can be between the Firm and the Independent Manager (often called a subadvisor) or the client and the Independent Manager (sometimes called a separate account manager). In addition to this brochure, clients will typically also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. JWM evaluates a variety of information about Independent Managers, which includes the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. JWM also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. JWM continues to provide services relative to the discretionary or non-discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. JWM seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Retirement Plan Consulting Services JWM provides consulting services to qualified employee benefit plans and their fiduciaries. These services include investment selection provided to the plan sponsors as well as participant education. Each engagement is individually negotiated and customized. As disclosed in the Advisory Agreement, certain of the foregoing services are provided by JWM as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of JWM’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Firm reasonably expects under the engagement.As disclosed in the Advisory Agreement, certain of the foregoing services are provided by JWM as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Page | 7 © MarketCounsel 2024 Section 408(b)(2), each plan sponsor is provided with a written description of JWM’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Firm reasonably expects under the engagement. Fees for Participation in the Program JWM offers services on a fee basis, which includes fixed fees, as well as fees based upon assets under management or advisement. Financial Planning and Consulting Fee JWM charges a fixed fee for providing financial planning and/or consulting services under a stand-alone engagement. These fees are negotiable, but can be up to $30,000 depending upon the scope and complexity of the services and the professional rendering the financial planning and/or the consulting services. If the client engages the Firm for additional investment advisory services, JWM can offset

all or a portion of its fees for those services based upon the amount paid for the financial planning and/or consulting services. The terms and conditions of the financial planning and/or consulting engagement are set forth in the Advisory Agreement. For project-based services JWM requires one-half of the fee (estimated hourly or fixed) payable upon execution of the Advisory Agreement. The outstanding balance is due upon delivery of the financial plan or completion of the agreed upon consulting services. The Firm does not, however, take receipt of $1,200 or more in prepaid fees, six or more months in advance of services rendered. Investment Management and Wealth Management Fee JWM offers investment management services for an annual fee based on the amount of assets under the Firm’s management. This management fee varies in accordance with the following blended fee schedule: PORTFOLIO VALUE BASE FEE First $250,000 1.70% Next $750,000 1.40% Next $4,000,000 1.10% Above $5,000,000 0.90% There can be an additional fee for the financial planning and consulting as agreed upon in Advisory Agreement. That additional fee can be a fixed fee as described above or an additional asset-based fee. The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets being managed by JWM on the last day of the previous billing period as determined by a party independent from the Firm (including the client’s custodian or another third-party). Page | 8 © MarketCounsel 2024 The Firm includes cash in a clients account in determining the valuation for billing purposes. The Firm may, in its sole discretion, not include cash in determining the fee, especially where a client has a high percentage of cash for reasons other than the Firm's investment management decision. If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is adjusted to reflect the interim change in portfolio value. For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the advisory agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate. Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g., held-away assets, accommodation accounts, alternative investments, etc.), JWM can negotiate a fee rate that differs from the range set forth above. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage JWM for additional services for compensation, including rolling over retirement accounts or moving other assets to the Firm’s management. Clients retain absolute discretion over all decisions regarding engaging the Firm and are under no obligation to act upon any of the recommendations. Retirement Plan Consulting Fee For retirement plan consulting services, JWM charges a fee based upon the amount of assets that it is providing advice on. Each engagement is individually negotiated and tailored to accommodate the needs of the individual plan sponsor, as memorialized in the Agreement. The fee will vary, based on the scope of the services to be rendered. Fee Comparison As referenced above, a portion of the fees paid to JWM are used to cover the securities brokerage commissions and transactional costs attributed to the management of its clients’ portfolios. Services provided through the Program may cost clients more or less than purchasing these services separately. The number of transactions made in clients’ accounts, as well as the commissions charged for each transaction, determines the relative cost of the Program versus paying for execution on a per transaction basis and paying a separate fee for advisory services. Fees paid for the Program may also be higher or lower than fees charged by other sponsors of comparable investment advisory programs. Fee Discretion JWM may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing/legacy client relationship, account retention, pro bono activities, or competitive purposes. Page | 9 © MarketCounsel 2024 Other Charges In addition to the advisory fees paid to JWM, clients may also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions. These additional charges may include reporting charges, margin costs, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund Program Fees and other fund expenses), fees and commission for assets not held with Trade-PMR (such as 401(k) or 529 plan assets), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees and fees for trades executed away from Trade-PMR. Although clients do not pay a transaction or other brokerage charge for transactions to Trade-PMR, clients should be aware that JWM pays Trade-PMR for brokerage (which can be through transaction fees or asset- based fees for those transactions). The transaction charges paid by JWM vary based on the type of transaction (e.g., mutual fund, equity or ETF) and for mutual funds based on whether or not the mutual fund pays 12b- 1 fees and/or recordkeeping fees to Trade-PMR. For example, there is a conflict of interest in cases where a mutual fund is offered at no transaction charge or for a transaction charge. As the Firm absorbs transaction costs in wrap fee accounts, the Firm has a financial incentive not to place transaction orders in those accounts since doing so increases its transaction costs. Thus, an incentive exists to place trades less frequently or to choose cheaper options (such as not transaction fee funds) in a wrap fee arrangement which may not be aligned with the client’s interest. The Firm will recommend the mutual fund share class that is in the best interest of the client. That will include the mutual funds and share classes available through the Trade-PMR platform that the Firm uses. Client should understand that another financial services firm may offer the same mutual fund at a lower overall cost to the investor than is available through Trade-PMR. In other instances, a mutual fund may offer only Class A Shares, but another similar mutual fund may be available that offers lower cost share classes. Class A Shares typically pay Trade-PMR a 12b-1 fee and the Firm does not have to pay transaction charges to Trade-PMR. JWM has a financial incentive to recommend Class A Shares. This is a conflict of interest which might incline JWM, consciously or unconsciously, to render advice that is not disinterested. Direct Fee Debit Clients provide JWM and/or certain Independent Managers with the authority to directly debit their accounts for payment of the investment advisory fees. The Financial Institutions that act as the qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to JWM. Alternatively, clients may request to have JWM send a separate invoice for direct payment, but the Firm must agree to that arrangement. Page | 10 © MarketCounsel 2024 Use of Margin JWM does not recommend that clients use margin or other borrowing for purchasing securities in its investment management services. Where clients request that the Firm use margin or other borrowing in the management of the client’s investment portfolio, the client assumes the risk and the fee payable will be assessed gross of margin such that the market value of the client’s account and corresponding fee payable by the client to JWM will be increased. JWM can recommend that certain clients utilize borrowing typically through a securitized or asset-backed credit line. JWM only recommends such borrowing for non-investment needs, such as bridge loans and other financing needs. The Firm’s fees are determined based upon the value of the assets being managed gross of any margin or borrowing. Account Additions and Withdrawals Clients can make additions to and withdrawals from their account at any time, subject to JWM’s right to terminate an account. Additions can be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or declines to accept particular securities into a client’s account. Clients can withdraw account assets on notice to JWM, subject to the usual and customary securities settlement procedures. However, the Firm designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. JWM may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications. Compensation for Recommending the Program JWM has no internal arrangements in place whereby persons recommending the Program are entitled to receive additional compensation as a result of clients’ participation. A person recommending the Program will not earn more compensation than he or she would otherwise receive if a client elected another investment management program.