SWAG offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to SWAG rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with SWAG setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). SWAG has been registered as an investment adviser since 2016 and is wholly owned by Timothy S. Sullivan. The Firm does not sell annuities, insurance, stocks, bonds, mutual funds, limited partnerships, or other commissioned products, but the Firm’s managing member is affiliated with entities that sell insurance products. SWAG does not act as a custodian of client assets. As of February 23, 2024, SWAG had $101,136,229 assets under management; all of which was managed on a discretionary basis. Other professionals (e.g., lawyers, accountants, tax preparers, insurance agents, etc.) are engaged directly by the client on an as-needed basis and may charge fees of their own. Conflicts of interest will be disclosed to the client in the event they should occur. While this brochure generally describes the business of SWAG, 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 SWAG’s behalf and are subject to the Firm’s supervision or control. The Firm is not a sponsor or portfolio manager of any wrap fee programs. Financial Planning and Consulting Services An evaluation of each client's initial situation is provided to the client, often in the form of a net worth statement or risk analysis. Periodic reviews are also communicated to provide reminders of the specific courses of action that need to be taken. More frequent reviews occur but are not necessarily communicated to the client unless immediate changes are recommended. If financial planning services are applicable, the client will compensate SWAG, on a negotiable fixed fee or an hourly fee basis described in detail under “Fees and Compensation” section of this brochure. Advisor offers the following services. These services are meant to help a client plan for the future. None of the services described are guaranteed to be successful. Comprehensive Financial Plan – A Comprehensive Financial Plan includes all of the topics listed below that are applicable to the client and their current situation. Page | 5 © MarketCounsel 2024 Basic Retirement Analysis – A Basic Retirement Analysis includes all of the items listed under the Retirement Planning topic below. Ala Carte Services – Client can pick and choose from the list of topics below. The different services outlined above include some or all of the following topics depending on the service: Income Planning (estimated time 2 hours)
• Cash flow Analysis
• Direction on adjusting spending to: o Minimize impact of economic downturns o Maximize lifestyle o Budgeting
• Estimating how much income can be pulled from investments for the rest of the client’s life
• Regulate income and adjustments for periods of increased/decreased needs
• Provide a clear written plan of possible income levels for the rest of the client’s life
• Calculate how much risk, if any, client should have in your portfolio
• Analyze which assets should be allocated from income/growth
• Allow client to maintain liquidity in the event of an emergency
• Adjust income to account for inflation and increases in tax rates
• Ensure that income remains constant regardless of taxes, the stock market, or government intervention Income Tax Planning (estimated time 2 hours)
• Determine what is triggering taxes on income & Social Security
• Recommend adjustments to reduce overall income taxes
• Know how much in taxes client pays as a result of investments
• Understand how the taxation system, the brokerage and banking industries pertain to client, and use them to client’s advantage
• Incorporate current and proposed tax law to reduce taxes today and in the future
• Help client pay the least taxes legally possible
• Determine the “True” taxes due on client’s IRA today and for lifetime
• Explore various strategies to reduce, or eliminate taxes on client’s IRA (now or in the future)
• Determine the viability of “Roth” conversions
• Review tax consequences of client’s IRA in the event of death
• Discuss who should be getting client’s assets vs. who documents say will be receiving the assets
• Alternative strategies that can be employed to reduce tax consequences on death Page | 6 © MarketCounsel 2024 Estate Planning (estimated time 2 hours)
• Guidance to help clients determine: o How final affairs should be settled o How end of life care will be managed o How surviving dependents will be provided for o How will assets be distributed o Minimize potential taxes o Determine how to pay for the taxes due
• Establish a flowchart (based on current documents) to show how assets will be distributed at death
• Ensure that client’s estate will pass as desired, and not by individuals who are not entitled to assets, or taxes
• Review current alternatives for passing assets to children and grandchildren
• Explore alternatives that can pass assets quicker, easier, or with less total taxation to beneficiaries
• Verify that estate will be protected from creditors, divorce or the government for as long as client desires
• Examine gifting alternatives that can provide tax benefits today
• Analyze the results of charitable giving and the associated changes in estate values Insurance Planning (estimated time 2 hours)
• Analysis to determine if life insurance is needed
• Determine what death benefit is approved for client’s situation
• Review the “health” of any existing insurance policies
• Analyze the cost/benefit relationship of client’s current insurance
• Determine the necessity of such insurance
• Explore the option of selling life insurance to supplement retirement income
• Calculate the value of life insurance in reducing or paying estate taxes
• Investigate the viability of owning insurance in a trust Long Term Care Consulting (estimated time 2 hours)
• Determine potential risk or need
• Explore various options to determine affordability
• Facilitate a decision and connect client with someone to provide what is needed
• Determine whether the costs associated with Long Term Care is a risk to client’s estate
• Calculate costs associated with paying for coverage vs. self-insurance
• Decide on a plan that will protect client, family and estate whether assisted living is needed or not Retirement Planning (estimated time 4 hours) Page | 7 © MarketCounsel 2024
• Retirement capital needs analysis
• Provide guidance regarding: o Maximize social security benefits o Analyze the viability of Roth conversions o Optimize gifting strategies o Review updates and changes in state and federal law
• Explore options to find the best possible returns, with the least amount of risk
• Explain “Absolute Return” and how it might benefit client investments
• Explain exactly what each asset in portfolio is expected to do
• Determine how large of a return client needs to stay on track
• Help to eliminate the additional losses associated with pulling income from a fluctuating account
• Incorporate strategies that can help client avoid large losses during market downturns
• Explore options to help client replace money lost in the market Independent Objective Portfolio Analysis (estimated time 2 hours)
• Investment planning
• Simplification of processes and accounts as much as possible
• Asset consolidation
• Eliminate overlapping holdings
• Investment portfolio design and review
• Complete review of all current holdings In addition, the Firm holds seminars and workshops to educate the public on different types of investments and the different services they offer. The seminars are educational in nature and no specific investment or tax advice is given. In performing these services, SWAG 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. SWAG 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 SWAG 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 SWAG 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 SWAG’s recommendations and/or services. Page | 8 © MarketCounsel 2024 Investment and Wealth Management Services SWAG manages client investment portfolios on a discretionary basis. SWAG allocates client assets among independent investment managers (“Independent Managers”) and the portfolios managed by those Independent Managers in accordance with their stated investment objectives. The Independent Managers will actively manage the client's 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 is between the Firm and the Independent Manager (sometimes also called a subadvisor). In addition to this brochure, clients will receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. All Independent Managers that the Firm recommends must be registered as investment advisers with the SEC or appropriate state authorities. After gathering information about the client’s financial situation and objectives, the Firm will make a discretionary allocation to an Independent Manager and the investment strategy / model portfolio managed by the Independent Manager. The allocation will be based on the client’s financial needs, investment goals, tolerance for risk, and investment objectives. SWAG 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. SWAG also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. SWAG continues to provide services relative to the discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. SWAG seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. 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 SWAG 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, SWAG 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. SWAG 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. SWAG consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time Page | 9 © MarketCounsel 2024 horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify SWAG 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 SWAG 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. ERISA Plan Services SWAG provides service to qualified retirement plans including 401(k) plans, 403(b) plans, pension and profit sharing plans, cash balance plans, and deferred compensation plans. Limited Scope ERISA 3(21) Fiduciary. SWAG acts as a limited scope ERISA 3(21) fiduciary that can advise, help and assist plan sponsors with their investment decisions on a non-discretionary basis. As an investment advisor, SWAG has a fiduciary duty to act in the best interest of the client. The plan sponsor is still ultimately responsible for the decisions made in their plan, though using SWAG can help the plan sponsor delegate liability by following a diligent process.
• Fiduciary Services: o Provide non-discretionary investment advice to the client about asset classes and investment alternatives available for the Plan in accordance with the Plan’s investment policies and objectives. Client will make the final decision regarding the initial selection, retention, removal and addition of investment options. Advisor acknowledges that it is a fiduciary as defined in ERISA section 3 (21) (A) (ii). o Assist the client in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. Client shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend the IPS. o Provide non-discretionary investment advice to the Plan Sponsor with respect to the selection of a qualified default investment alternative for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The client retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c) (5) and 404(a)-5. o Assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and make recommendations to maintain, remove or replace investment options. o Meet with client on a periodic basis to discuss the reports and the investment recommendations.
• Non-fiduciary Services are: Page | 10 © MarketCounsel 2024 o Assist in the education of Plan participants about general investment information and the investment alternatives available to them under the Plan. Client understands the Firm’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s definition of investment education (Department of Labor Interpretive Bulletin 96-1). As such, the Advisor is not providing fiduciary advice as defined by ERISA 3(21)(A)(ii) to the Plan participants. SWAG will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or beneficiary under the Plan. o Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and financial understanding by the employees. SWAG may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between SWAG and Client.
• SWAG has no responsibility to provide services related to the following types of assets (“Excluded Assets”): o Employer securities; o Real estate (except for real estate funds or publicly traded REITs); o Stock brokerage accounts or mutual fund windows; o Participant loans; o Non-publicly traded partnership interests; o Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or o Other hard-to-value or illiquid securities or property. Excluded Assets will not be included in calculation of Fees paid to SWAG under this Agreement. Specific services will be outlined in detail to each plan in the 408(b)2 disclosure.