The BWC Wrap Fee Program (the “Program”) is an investment advisory program sponsored by Beirne Wealth Consulting Services, LLC d/b/a Beirne. (“Beirne”, “BWC” or the “Firm”). John Anthony Beirne, Jr. and John-Oliver Beirne are the current executive officers of the Firm. As of December 31, 2023, BWC had $1,135,235,910 of Regulatory Assets Under Management (RAUM), of which $453,367,499 was managed on a discretionary basis and $681,868,411 was managed on a non-discretionary basis. RAUM is inclusive of the Wrap Program assets of $59,500,787. Non-discretionary assets include non-discretionary advice rendered to 401k participant- directed plans when BWC works with the plan recordkeeper to assist with the implementation of investment options. This Brochure describes the Wrap Fee Program services of BWC as it relates to clients receiving services through the Program. Certain sections also describe the activities of the Firm’s Supervised Persons, which refer to any officers, partners, directors (or other person occupying a similar status or performing similar functions), employees, or other persons who provide investment advice on BWC’s behalf and are subject to the Firm’s supervision. In addition to the Program, the Firm also offers financial planning, consulting and investment management services under different arrangements than those described herein. Information about these services is contained in BWC’s Disclosure Brochure, which appears as Part 2A of the Firm’s Form ADV. Description of the Program The Program is offered as a wrap fee program, which provides clients with portfolio management services of BWC 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. BWC is the Sponsor of the Program. Essentially this Program provides clients the option of traditional investment management services of BWC vs a wrap fee program where brokerage/trading costs are included in the management fee. Prior to receiving services through the Program, clients are required to enter into a written agreement with BWC setting forth the relevant terms and conditions of the advisory relationship (the “Agreement”). Clients must also open a new account and complete a new account agreement with Fidelity Institutional Wealth Services (“Fidelity”) or another broker-dealer BWC approves under the Program (collectively “Financial Institutions”). At the onset of the Program, clients complete an investor profile describing their individual investment objectives, liquidity and cash flow needs, time horizon and risk tolerance, as well as, any other factors pertinent to their specific financial situations. After an analysis of the relevant information, BWC assists its clients in developing an appropriate strategy for managing their assets. Clients’ investment portfolios are generally managed on a discretionary or non-discretionary basis by either BWC’s investment adviser representatives or an independent investment manager (collectively “Independent Managers”), as recommended or selected by BWC. BWC and/or the Independent Managers generally allocate clients’ assets among the various investment products available under the Program, as described further in Item 6 (below). Certain of the foregoing services are also provided by BWC as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). To the extent a client’s plan is covered by ERISA, in accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of BWC’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Firm reasonably expects under the engagement. Depending upon the percentage wrap-fee charged by BWC, the amount of portfolio activity in the client's account, and the value of custodial and other services provided, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately. Conflict of Interest: Because BWC’s Program fee is inclusive of transaction fees or commissions incurred at the account level and the custodian/broker-dealer shall retain a portion of the Program fee debited from the Client’s account to offset these custodial/broker-dealer fees, BWC has an economic incentive to maximize its compensation by seeking to minimize the number of trades in the client's account. However, as a fiduciary it remains BWC’s duty to always act in the client’s best interest. There will be times, including extensive periods, where there will be no recommendations to trade a client’s account, because of each individual client’s facts and circumstances, including tax reasons, and other financial decisions. BWC’s management remains available to address any questions that a client or prospective client may have regarding the corresponding conflict of interest a wrap fee arrangement may create. Fees for Participation in the Program Investment management services are offered through the Program on a fee basis, meaning that clients pay a single annualized fee based upon assets under management. The Firm also offers advisory services outside of the Program under different fee arrangements than those discussed below, as described in BWC’s Part 2A brochure. BWC’s asset based fees shall be negotiated and generally vary between (1.00% and 1.50%), depending upon the market value of the assets under management, as follows: PORTFOLIO VALUE TOTAL CLIENT FEE First $1,000,000 1.50% Next $2,000,000 1.30% Next $2,000,000 1.25% Next $5,000,000 1.10% Above $10,000,000 1.00% Advisor Fee Custody Fee Platform Fee Independent Manager Fee .15%-1.15% .05%-.11% .08%-.10% .22%-.50% The management fee is prorated and billed quarterly in advance, as derived from the market value of the assets being managed by BWC under the Program on the last day of the previous quarter. 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 not adjusted or prorated to account for the change in portfolio value. For the initial term of the Program, the fee is calculated on a pro rata basis. In the event the Agreement is terminated, the fee for the final quarter is prorated through the effective date of the termination and the remaining balance is refunded to the client, as appropriate. Fee Comparison A portion of the advisory fees paid to BWC are used to cover the custodian and transactional costs attributed to the management of its clients’ portfolios, as well as the fees charged by the Independent Managers engaged to provide services under the Program. 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 fees 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 BWC, in its sole discretion, may negotiate to charge a lesser fee based upon certain criteria, such as the type of client, market value of the assets under management, type of services provided including the amount of resources to be utilized, anticipated future earning capacity, anticipated future additional assets, related accounts, account composition, pre-existing client relationship, account retention and pro bono activities. Typically, BWC will negotiate specific fees with institutional clients. Fee Debit The Firm’s Agreement and the separate agreement with any Financial Institutions generally authorize BWC and/or the Independent Managers to debit its clients’ accounts for the amount of the Program fee and to directly remit that fee to BWC or the Independent Managers. Any Financial Institutions recommended by BWC have agreed to send statements to clients not less than quarterly indicating all amounts disbursed from the account, including the amount of Program fees paid directly to BWC. Account Additions and Withdrawals Clients may make additions to and withdrawals from their account at any time, subject to BWC’s right to terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or decline

to accept particular securities into a client’s account. Clients may withdraw account assets, subject to the usual and customary securities settlement procedures. However, BWC designs its portfolios as long-term investments, and the withdrawal of assets may impair the achievement of a client’s investment objectives. BWC 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, fees assessed at the mutual fund level (e.g., contingent deferred sales charge) and/or tax ramifications. Other Charges Clients do not incur charges imposed by third parties in addition to the Program fee, as the Program fee is inclusive of all fees. These additional charges may include fees charged by the Independent Managers, charges imposed directly by a mutual fund or exchange-traded fund (“ETF”) in the account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions, as well as mark-ups, mark- downs or spreads paid to market makers. Compensation for Recommending the Program BWC is required to disclose any relationship or arrangement where it receives an economic benefit from a third party (non-client) for providing advisory services. In addition, BWC is required to disclose any direct or indirect compensation that it provides for client referrals. BWC has a sub-advisory agreement with LLBH (. LLBH and BWC will split the net revenue (by mutually agreed upon percentage allocation) of client fees charged to LLBH’s clients for investment advisory services, where BWC is appointed by LLBH as a sub- adviser. Solicitation arrangements inherently give rise to potential conflicts of interest because the promoter is receiving an economic benefit for the recommendation of advisory services. BWC addresses these conflicts through this disclosure. If a client is introduced to BWC by a promoter, BWC has agreed to pay that promoter a referral fee in accordance with the requirements of Rule 206(4)-1 of the Advisers Act and any corresponding state securities law requirements. Any referral fees incurred for successful solicitations are paid solely from BWC’s investment management fee, and do not result in any additional charge to the client. If the client is introduced to BWC by a promoter, the promoter provides the client with a copy of BWC’s written disclosure brochure which meets the requirements of Rule 204-3 of the Advisers Act and a copy of the promoter’s disclosure statement containing the terms and conditions of the solicitation arrangement including compensation.” There are no referral fees received by BWC for recommending services of other professionals, such as estate or tax professionals. Health Savings Account Management BWC offers investment advisor services for client Health Savings Accounts (“HSAs”) to assist clients in investing HSA assets among mutual fund investment options, which will be reviewed every six months. BWC utilizes the Health Savings Administrators platform to provide an investment only HSA vehicle, and Health Savings Administrators comes with a collection of educational tools. BWC will be paid as a percentage of assets under management and/or advisory services, a negotiated flat advisory fee, or as a combination of a flat fee plus an asset-based fee directly from the account. BWC will monitor the client’s account and make investment recommendations based on the client’s responses to a web-based interactive questionnaire that establishes a risk profile based on client goals, objectives, time horizon and circumstances. To be an eligible individual and qualify for an HSA, you must meet the following requirements:
• You must be covered under a high deductible health plan (HDHP), on the first day of the month;
• You have no other health coverage, except what is permitted under other health coverage;
• You are not enrolled in Medicare; and
• You cannot be claimed as a dependent on someone else’s tax return. To cover administrative services, Health Savings Administrators will deduct the following fees from participant accounts:
• $45 annual administrative fee
• Quarterly custodial fees based on the choice of investment program NON-PURPOSE LOANS and OPTION OVERLAY Where clients deem beneficial and appropriate based on their risk tolerance and investment objectives, a non-purpose Loan or option overlay will be utilized as part of their investment strategy. A non-purpose loan is a type of loan that uses an investment portfolio as loan collateral and the proceeds of which cannot be used to purchase, carry or trade securities. This type of loan allows investors access to funds without having to sell their investments for personal reasons, such as loans for education, real estate, taxes or other expenses. Such loans, using a client portfolio as collateral or use of options for leverage, has inherent high risk, are not advisable for the majority of clients, and will depend entirely on other client assets, client risk profile and appropriateness. ERISA SERVICES: BWC will provide non-discretionary and discretionary, fiduciary and non-fiduciary advisory services to the sponsors of the defined contribution, defined benefits plan and non-qualified deferred compensation, whom have ultimate authority to direct the investing and reinvesting of plan assets as they deem appropriate, considering each plan’s stated objective, liquidity needs, and stated policies and guidelines. Non- discretionary investment services provided to an ERISA plan means the ERISA plan client retains and exercises the final decision-making authority for implementing or rejecting BWC’s recommendations. Discretionary investment management services provided on a discretionary basis as an ERISA 3(38) investment manager means BWC makes the investment decisions in its sole discretion without the ERISA plan client’s prior approval. Certain of the foregoing services are provided by BWC as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). To the extent a client’s plan is covered by ERISA, in accordance with ERISA Section 408(b)(2), each plan sponsor is provided with a written description of BWC’s fiduciary status, the specific services to be rendered and all direct and indirect compensation BWC reasonably expects under the engagement. When BWC provides investment advice for a fee to an ERISA plan or ERISA plan participant, it is a fiduciary under ERISA. In addition, BWC is a fiduciary under the Internal Revenue Code (the “IRC”) when it provides investment advice to an ERISA plan, ERISA plan participant, an IRA or an IRA owner (collectively, a “Retirement Account Client”). The DOL significantly expanded the definition of fiduciary under ERISA and the IRC. Under this expanded definition, when an adviser recommends that a plan participant take a distribution from an ERISA plan and roll it over to an IRA advised by the adviser or recommends that an IRA owner transfer his/her IRA to an IRA advised by the adviser, the adviser is engaged in a fiduciary act that presents a conflict of interest. As such, BWC is subject to specific duties and obligations under ERISA and the IRC that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice in which it has a conflict of interest, the fiduciary must either avoid or eliminate the conflict or rely upon a prohibited transaction exemption (a “PTE”). A conflict of interest arises and the prohibited transaction rules are implicated when 1) BWC recommends that an ERISA plan participant take a distribution from an ERISA Plan and roll it over to an IRA that BWC advises or 2) if BWC recommends that an IRA owner transfer his IRA to an IRA that BWC advises because BWC will receive compensation that it would not have received absent the recommendation – i.e., the IRA advisory fee. When BWC engages in this transaction, it relies on the PTE known as the Best Interest Contract Exemption or BICE, which requires compliance with the “impartial conduct standards.” The impartial conduct standards are designed to mitigate conflicts of interest by requiring that investment advice be in the “best interest” of the Retirement Account Client, that advisers not make any materially misleading statements and not charge a fee that exceeds a reasonable amount. The best interest standard requires that advisers act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use, based on the investment objectives, risk tolerance, financial circumstances and needs of the Retirement Account Client. This mirrors the prudent man standard of conduct and duty of loyalty found in ERISA.”