IWS offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to IWS rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with IWS setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). IWS filed for registration as an investment adviser in August 2023. IWS is principally owned by Christopher Long and Richard Carroll. The principals each own their membership interest through their individually owned corporations: Christopher Long through Surf2Springs, Inc.; and Richard Carroll through Lehmann, Inc. As of December 20, 2023 the firm had $122,764,504, of which $122,166,301 was managed on a discretionary basis and $598,203 was managed on a non-discretionary basis. While this brochure generally describes the business of IWS, 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 IWS’s behalf and are subject to the Firm’s supervision or control. Financial Planning and Consulting Services IWS 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
• Insurance Planning
• Retirement Planning
• Tax Analysis
• Education Planning These services are only rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below). In performing these services, IWS 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. IWS recommends certain clients engage the Firm for additional related services, its Supervised Persons in their individual capacities as insurance agents 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 IWS 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 IWS under a financial planning or consulting engagement. Clients are advised that it remains their Page | 5 © MarketCounsel 2024 responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising IWS’s recommendations and/or services. Wealth Management Services IWS 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. IWS primarily allocates client assets among various mutual funds, exchange-traded funds (“ETFs”), individual debt and equity securities, options, independent investment managers (“Independent Managers”) and occasionally privately placed securities (including debt, equity and/or interests in pooled investment vehicles) and 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 IWS 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, IWS 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. IWS 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. IWS 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 IWS 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 IWS 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. The Firm serves as the sponsor or manager of a wrap fee program (i.e., an arrangement where certain brokerage commissions and transaction costs are absorbed by the Firm). In addition, the Firm principally provides investment management services through accounts available through wrap fee programs offered and administered by Raymond James & Associates, Inc. (“Raymond James”), member NYSE/SIPC, or another of its affiliates. The wrap fees for participation in such programs include many transaction costs associated with execution of securities transactions. For more information relating to the wrap programs offered by Raymond James, please refer to Raymond James’ wrap fee disclosure brochure (the “Wrap Brochure”), which can be found at www.adviserinfo.sec.gov. The Raymond James programs require Page | 6 © MarketCounsel 2024 clients to sign separate agreements depending on the program. IWS will be named as the investment adviser (either directly or through its investment adviser representatives) in such agreements. The Firm expects to provide much of its investment management services through the Raymond James Ambassador Program. The Ambassador Program utilizes a wrap fee advisory account, offered and administered by Raymond James, in which the client is provided with ongoing investment advice and monitoring of securities holdings by the Firm. The Firm provides discretionary or non-discretionary management of the Ambassador Account according to the client’s objectives. The Ambassador Account offers Clients the ability to pay an Asset-based Fee in lieu of a commission for each investment. For assets outside of the Ambassador Program, clients may (depending on the other relationship) pay additional brokerage expenses as further described below. Sponsor and Manager of Wrap Program IWS provides substantially all investment management services as the sponsor and manager of the Long Carroll Wealth Wrap Program (the “Wrap Program”), a wrap fee program

(i.e., an arrangement where certain brokerage commissions and transaction costs are absorbed by the Firm). Accounts managed through the Wrap Program are done in substantially the same manner as those managed under a non-wrap arrangement. Participants in the Wrap Program may pay a higher or lower aggregate fee than if investment management and brokerage services are purchased separately. Additional information about the Wrap Program is available in IWS’s Wrap Brochure, which appears as Part 2A Appendix 1 of the Firm’s Form ADV (the “Wrap Brochure”). Retirement Plan Consulting Services IWS offers advisory services to participant-directed defined contribution plans subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA) (“ERISA Plan Clients”), such as 401(k) plans. Each ERISA Plan Client is required to enter into an agreement (the “ERISA Client Agreement”) describing the services that IWS will perform for the ERISA plan and its participants. IWS provides both ERISA fiduciary services and non-fiduciary services to ERISA Plan Clients. ERISA Fiduciary Services: IWS provides ERISA fiduciary services to ERISA Plan Clients either as a discretionary investment manager or a non-discretionary investment adviser. Investment Management Services: IWS provides investment management services to ERISA Plan Clients on a discretionary basis as an investment manager under ERISA § 3(38) and in that capacity, IWS’s investment decisions are made in its sole discretion without the ERISA Plan Client’s prior approval. IWS’s investment management services include developing and implementing an investment policy statement, selecting a broad range of investment options consistent with ERISA § 404(c), making decisions about the selection, retention, removal and/or replacement of investment options and if the ERISA Plan Client has determined that the Plan should have a qualified default investment alternative (a “QDIA”) for participants Page | 7 © MarketCounsel 2024 who fail to make an investment election, selecting the investment that will serve as a QDIA. IWS may also provide participant-level investment advisory services. Investment Advisory Services: IWS also provides investment advisory services on a non-discretionary basis to ERISA Plan Clients and in that capacity, the ERISA Plan Client retains, and exercises, final decision-making authority and responsibility for the implementation (or rejection) of IWS’ recommendations or advice. IWS’s non-discretionary investment advisory services include assisting the ERISA Plan Client in developing and implementing an investment policy statement, assisting the ERISA Plan Client in selecting a broad range of investment options consistent with ERISA § 404(c), assisting the ERISA Plan Client in making decisions about the selection, retention, removal and/or replacement of investment options, and if the ERISA Client has determined that the Plan should have a QDIA for participants who fail to make an investment election, assisting in the selection of the investment that will serve as a QDIA. IWS may also provide participant-level investment advisory services. Non-Fiduciary Services: IWS’s non-fiduciary services to ERISA Plan Clients include educating the ERISA Plan Client as to its fiduciary responsibilities and assisting the ERISA Plan Client in monitoring, selecting and supervising service vendors. IWS’ non-fiduciary services also include assisting in group enrollment meetings and educating plan participants about general investment principles and the investment alternatives under the plan. For a more detailed description of IWS’ ERISA fiduciary and non-fiduciary services, the ERISA Plan Client should refer to the ERISA Client Agreement. Rollovers A conflict of interest arises when IWS makes recommendations to IRA owners and participants in retirement plans, including ERISA Plan participants, about retirement plan distributions and rollovers to IRAs, IRA to IRA transfers, IRA to plan rollovers, plan to plan rollovers and transfers from one retirement account to another, such as a commission-based to a fee-based account (each, a “rollover recommendation”) if it results in IWS receiving compensation that it would not have received absent the recommendation, for example, fees for advising or managing a rollover IRA. IWS will manage this conflict through a process designed to develop an informed recommendation in the best interest of the client. No client is under an obligation to roll over plan or IRA assets to an account advised or managed by IWS. When IWS makes a rollover recommendation, it is fiduciary advice under the Investment Advisers Act of 1940 (the “Advisers Act”). Also, when IWS provides investment advice to a plan participant about his/her retirement plan account or to an IRA owner about his/her IRA, including a rollover recommendation, IWS is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (the “Code”), as applicable, which are laws governing retirement accounts. In addition to being a conflict of interest, it is also a prohibited transaction under ERISA and/or the Code where IWS receives compensation as a result of the rollover that it would not have received absent the Page | 8 © MarketCounsel 2024 recommendation. In that circumstance, IWS will comply with the conditions of exceptions to the prohibited transaction rules (e.g., an applicable prohibited transaction exemption such as PTE 2020-02 or non- enforcement policy). Use of Independent Managers As mentioned above, IWS 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. IWS 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. IWS also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. IWS 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. IWS seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests.