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MAIDEN COVE CAPITAL BROCHURE

Maiden Cove Capital (CRD 312478), brochure dated October 2, 2026. Text extracted from the firm's SEC Form ADV Part 2 brochure.

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Item 1 Cover Page Maiden Cove Capital 81 Bridge Street Yarmouth, ME 04096 Office: (207) 482-3840 Facsimile: (207) 482-3848 maidencove.com October 2, 2026 This Brochure provides information about the qualifications and business practices of Maiden Cove Capital. If you have any questions about the contents of this Brochure, please contact us at (207) 482-3840 or info@maidencove.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Registration as a registered investment advisor does not imply a certain level of skill or training. Additional information about Maiden Cove Capital also is available on the SEC’s website at www.adviserinfo.sec.gov. Item 2 Material Changes Maiden Cove believes that communication and transparency are the foundation of its relationships with clients and will continually strive to provide all clients with complete and accurate information at all times. Maiden Cove encourages all current and prospective clients to read this Brochure and discuss any questions with Maiden Cove’s management and Investment Advisor Representatives. March 17, 2026: Item 1 Cover Page was modified with the Advisor’s new principal office address. The material changes discussed above are only those changes that have been made to this Brochure since the firm’s last annual update of the Brochure. The date of the last annual update of the Brochure was March 18, 2025. Item 3 Table of Contents Brochure Item 1 Cover Page ................................................................................................................................................................. i Item 2 Material Changes ...................................................................................................................................................... ii Item 3 Table of Contents...................................................................................................................................................... iii Item 4 Advisory Business ....................................................................................................................................................... 4 Item 5 Fees and Compensation ............................................................................................................................................ 6 Item 6 Performance-Based Fees and Side-by-Side Management ................................................................................. 9 Item 7 Types of Clients .......................................................................................................................................................... 9 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss .............................................................................. 9 Item 9 Disciplinary Information ......................................................................................................................................... 13 Item 10 Other Financial Industry Activities and Affiliations.......................................................................................... 13 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............................... 13 Item 12 Brokerage Practices ............................................................................................................................................. 14 Item 13 Review of Accounts............................................................................................................................................... 15 Item 14 Client Referrals and Other Compensation ....................................................................................................... 16 Item 15 Custody .................................................................................................................................................................. 16 Item 16 Investment Discretion ............................................................................................................................................ 17 Item 17 Voting Client Securities ........................................................................................................................................ 17 Item 18 Financial Information ............................................................................................................................................ 17 Maiden Cove Capital Page iii Item 4 Advisory Business Maiden Cove Capital (“Maiden Cove”) is a boutique investment advisor firm offering investment management services on a fee-only basis to individuals, high net worth individuals, pension and profit sharing plans, trusts, estates, or charitable organizations, and corporations or other business entities. Maiden Cove was founded in May 2020 by Damien Saccani, President, and has its principal office in Cape Elizabeth, Maine. As a registered investment advisor, Maiden Cove is held to the highest standard of care and loyalty – a fiduciary standard. As a fiduciary, Maiden Cove always puts client interests first and must fully disclose any potential and actual conflict of interest. Maiden Cove is registered with the U.S. Securities and Exchange Commission, since June 2024, and was previously registered with the Maine, California, and Texas securities regulators, since March 2021. The principal owner of Maiden Cove is Damien Saccani. We offer the following services to our clients: Advisory Services Maiden Cove’s principal service is providing fee-based investment advisory services and financial planning services. We practice custom management of portfolios, on a discretionary basis, according to the client’s objectives. Our primary approach is to implement an asset allocation strategy tailored to each client’s objectives, time horizon, liquidity needs, and risk tolerance. Portfolio allocations may be adjusted over time based on changes in client circumstances or market conditions. Our investment recommendations are not limited to any specific product or service offered by a broker-dealer and will generally include advice regarding the following securities: exchange listed securities, over-the-counter securities, foreign securities, municipal securities, United States government securities, interests in partnerships investing in real estate, business development companies (BDCs), direct participation program offerings, and private equity, credit, hedge funds, or other pooled investment vehicles to accomplish this objective. We may recommend, on occasion, redistributing investment allocations to diversify the portfolio in an effort to reduce risk and increase performance. We may recommend specific stocks to increase sector weighting and/or dividend potential. We may recommend employing cash positions as a possible hedge against market movement which may adversely affect the portfolio. We may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position(s) in the portfolio, change in risk tolerance of client, or any risk deemed unacceptable for the client’s risk tolerance. The Company does not serve as attorney or accountant for any client, but makes occasional observations, suggestions, and provides general insights regarding matters appropriate for clients to discuss with their legal and accounting professional. Clients should consult their attorney and accountant on all legal and accounting or tax questions. Selection of Other Advisers Maiden Cove may recommend and refer clients to unaffiliated money managers or investment advisors through Managed Account programs sponsored by a third-party provider. In these arrangements, the client will then enter into a program and investment advisory agreement with the program sponsor and sub- advisors. Maiden Cove will assist and advise the client in establishing investment objectives for the sub- advisors and continue to provide oversight of the client account and ongoing monitoring of the activities of the sub-advisors. The sub-advisors will develop an investment strategy to meet those objectives by identifying appropriate investments and monitoring such investments. In consideration for such services, the program sponsor will charge a program fee that includes the investment advisory fee of the sub-advisors, the administration of the program and trading, clearance and settlement costs. The program sponsor will add Maiden Cove’s investment advisory fee (described below in Item 5) and will deduct the overall fee from the client account quarterly in arrears, based on an annual percentage of portfolio assets of the account on the last business day of the preceding quarter or the average daily value of the assets of the account for the preceding quarter. In both calculations, the portfolio assets are valued at the market value, or fair market value in the absence of market value. The asset-based program fee is tiered and varies depending on the size of the account, the asset class of the underlying securities, the sub-advisor selected, and the type of Maiden Cove Capital Page 4 program. The fee may range as high as 1.25% per annum, based on the dollar amount of the individual account and with a minimum annual platform fee per account ranging from $25 to $65. These fees are not included in the annual fee paid by the client to Maiden Cove. Maiden Cove will ensure that all third party money managers recommended to clients will be either an investment advisor registered with the applicable state securities commission in the state of the client’s residence, the Securities Exchange Commission, or exempt from such registrations. The client, prior to entering into an agreement with a third party money manager selected by Maiden Cove, will be provided with that manager’s Brochure. Investment Consulting Services Maiden Cove may provide non-discretionary, hourly or fixed fee-based Investment Consulting Services on a project basis to investors with unmanaged investment portfolios. Maiden Cove will analyze the client’s existing financial portfolio, or subset thereof, with the objective of making appropriate recommendations or suggestions for the client to consider further, that are consistent with the client’s objectives, risk tolerance, situation and constraints, as well as consideration of the historic performance of the client’s portfolio. The information Maiden Cove will require to provide the investment consulting services will depend on the client’s consulting objectives and scope of work to be performed. The accuracy and completeness of the information provided will allow Maiden Cove to make better recommendations, or rather, suggestions for the client to consider and analyze further. Investment advisor representatives of Maiden Cove may also provide general non-securities advice on topics including tax planning, estate planning, business planning, retirement planning, education planning, budgeting, and cash flow. General Business Consulting Services Investment Advisor Representatives of Maiden Cove work with businesses to offer unique tailored services to organize, grow, and enhance businesses, all with business owners’ personal finances in mind. Maiden Cove may provide general non-securities advice on topics including, but not limited to: Tax Efficiency Planning; Financial Recasting/Forecasting; Budgeting/Pricing Analysis; Business Formation; Personal Financial Integration; Business Valuation/Exit Planning; Growth & Strategic Advisory; Funding or Allocation Assistance; Ownership Structure/Evaluation; and Retainer and/or Project Based Engagement. Qualified Retirement Plan Consulting Services Maiden Cove will offer pension consulting services to Qualified Plans and participant fiduciary advice to plan participants for assets held at Qualified Plans. Our pension consulting services and participant fiduciary advice will be based on information obtained from the plan participant about goals and investment objectives, time horizon, risk tolerance and the plan participant's financial situation. We will utilize an Investment Policy Statement (“IPS”) when providing standardized asset allocation recommendations for the investment of assets within Qualified Plans. Where Maiden Cove provides ERISA Section 3(21) fiduciary investment recommendations, the trustee and the investment committee are responsible for implementation of recommendations and Maiden Cove will not act on the plan participants’ behalf to implement these recommendations. Maiden Cove does not provide ERISA Section 3(38) fiduciary investment services. Maiden Cove may offer other pension consulting services that include, but are not limited to, educational seminars and plan participant enrollment, plan surveys, evaluations of vendor's services, performance reporting, or special projects on behalf of the plan sponsor. Our roles and actions in fulfilling all responsibilities pertaining to these Qualified Retirement Plan Consulting Services shall not include those of the Plan's Trustee and will be performed solely at the direction of the Plan Sponsor, its authorized officers, employees and/or agents. At no time will we accept, maintain possession of, or have custodial responsibility for the Plan's assets. We will not conduct or effect the purchase or sale of any assets of the Plan on behalf of the Plan Sponsor or Plan Participants. We will not advise, in any manner, any Participant, person or entity related to the Plan other than the Plan Sponsor, except where the Participant is an advisory client of Maiden Cove under a separate advisory agreement. Communicational and educational activities in which we engage related to Participants in the Plan shall be solely at the Maiden Cove Capital Page 5 direction of the Plan Sponsor, and shall not be represented by Maiden Cove or the Plan Sponsor as investment, tax or legal advice. Maiden Cove is not licensed to provide, shall not provide, nor be construed to provide, the services of an attorney or accountant. Financial Planning Services In addition to investment supervisory services, Maiden Cove may provide Financial Planning Services to some of its clients. Maiden Cove’s Financial Planning services may include recommendations for portfolio customization based on the client’s investment objectives, goals and financial situation, recommendations relating to investment strategies as well as tailored investment advice. Financial planning may also include non-investment advice such as developing strategies to achieve retirement or other financial goals, tax optimization strategies, cash flow and budgeting analysis and recommendations, financing and financial education, estate planning, and asset protection strategies. ********************************* Maiden Cove will tailor its advisory services to its client’s individual needs based on meetings and conversations with the client. Clients are advised to promptly notify Maiden Cove if there are changes in their financial situation or investment objectives or if they wish to impose any reasonable restrictions upon Maiden Cove’s management services. Clients may impose reasonable restrictions or mandates on the management of their accounts (e.g., holding onto a certain stock longer, or maintaining a higher cash balance than usual) if, in Maiden Cove’s sole discretion, the conditions will not materially impact the performance of a portfolio strategy or prove overly burdensome to its management efforts. If clients wish to impose certain restrictions on investing in certain securities or types of securities, we will address those restrictions with the client to have a clear understanding of the client’s requirements. Maiden Cove does not provide portfolio management services to wrap fee programs. As of December 31, 2025, Maiden Cove had $150,533,400 in discretionary, and $3,163,729 in non- discretionary, client assets under management; and $475,280 in client donor advised funds under advisement. Item 5 Fees and Compensation Asset Management Fees Pursuant to an investment advisory contract signed by each client, the client will pay Maiden Cove a management fee of up to 1.5% per annum, based on a percentage of assets under management in the managed account(s). Regardless of the account’s market value, there is a minimum annual fee of $3,500. Annual management fees are payable quarterly in advance or in arrears. Fees charged in advance will be based on the value of portfolio assets of the account on the first business day of the quarter. Fees charged in arrears will be based either on the value of portfolio assets of the account on the last business day of the quarter or the average daily balance of the assets of the account for the quarter. The portfolio assets are valued at the market value, or fair market value in the absence of market value. The management fee may be adjusted to account for significant contributions or withdrawals made to the account during the quarter. New account fees will be prorated from the inception of the account to the end of the first quarter. In certain instances, these fees and the cumulative minimum account requirement may be negotiable at the sole discretion of Maiden Cove, based on the type and complexity of the investment management strategy employed as well as the size of the account or overall client relationship. Asset management fees will be directly deducted from the client account on a quarterly basis by the qualified custodian. The client will give written authorization permitting Maiden Cove to be paid directly from their account held by the custodian. The custodian will send a statement at least quarterly to the client showing all disbursements for your account, including the amount of advisory fees paid to us. Additionally, each client will have an electronic portal that contains a copy of his or her custodian statement. Maiden Cove Capital Page 6 Investments through an advisory account into private equity, credit, hedge, or real estate funds or other pooled investment vehicles involves payment of two or more levels of investment management fees: one to Maiden Cove at the advisory account level, and another charged at the fund level to the manager of the investment fund with respect to its managers and service providers. To the extent clients invest in a fund through a feeder fund managed by an unaffiliated investment adviser, clients will bear any fees and expenses incurred in the management of such feeder fund and indirectly bear the fees and expenses of the fund through its investments in the feeder fund. If the investment fund in turn invests in other funds, there will be additional levels of fees, which in the aggregate reduce net returns. Qualified Retirement Plan Consulting Services Plan Sponsor will pay Maiden Cove, as compensation for its services, a consulting fee at an annual rate of up to 0.55% of assets in the Plan including the value of any outstanding loans from the Plan to Participants. The consulting fee is payable monthly or quarterly, in arrears, based on the value of assets in the Plan on the last business day of the preceding month or quarter (market value, or fair market value in the absence of market value). The consulting fee in the first month or quarter of the Agreement shall be prorated from the inception date to the end of the billing period. The Advisor’s consulting fee will be invoiced by the qualified custodians, Fidelity Brokerage Services LLC and John Hancock Trust Company LLC (see Item 12 below for additional information about custody and brokerage practices). The Plan Sponsor may elect to pay this consulting fee out of the Plan's assets. The Plan Sponsor agrees to payment of invoices, whether directly from the Plan Sponsor or from the Plan's custodian, promptly, and, under normal circumstances, by the end of the quarter in which the invoice is submitted. Fees are negotiable and the Plan Sponsor and Advisor may agree to a minimum quarterly fee and/or a maximum quarterly fee. There will be no pre-payment of fees. Investment Consulting and General Business Consulting Service Fees Fees for Investment Consulting and General Business Consulting may be billed based on an hourly or a fixed fee arrangement. Maiden Cove’s hourly fee will be billed at a rate of $550 per hour, and fixed fees will not exceed $15,000 per project. Hourly and fixed fee arrangements will be negotiated and agreed upon by the parties in advance. Hourly and fixed fees are billed one-half in advance and one-half upon completion of the services. The fee will be based upon the anticipated number of hours it will take to complete the services. If the client terminates the Agreement with Maiden Cove prior to the Advisor’s completion of the services, any fees due to Maiden Cove will be invoiced to the client and payable within five days of delivery of the invoice. If Maiden Cove completes the services in less time than originally planned, Maiden Cove will refund to the client a pro-rata share of the fee paid in advance, within five days of completion of the services. If the project takes more time to complete than originally anticipated, any fees due to Maiden Cove will be invoiced to the client and payable within five days of delivery of the invoice. In certain instances, the client may elect to pay the Advisor’s fee directly from a brokerage account managed by Advisor. Under such an arrangement, fees will be directly deducted from the client account by the qualified custodian. The client will give written authorization permitting Maiden Cove to be paid directly from their account held by the custodian. The custodian will send a statement at least quarterly to the client showing all disbursements from the account, including the amount of advisory fees paid to Maiden Cove. Additionally, each client will have an electronic portal that contains a copy of his or her custodian statement. Financial Planning Service Hourly Fees Some clients will contract to have financial planning advice provided based on an hourly fee. Maiden Cove’s hourly fee will be billed at a rate of $550 per hour and will be negotiated and agreed upon by the parties in advance. The fee will be based upon the anticipated number of hours it will take to complete the financial plan or project and will be billed in advance. If the client terminates the Agreement with Maiden Cove prior to our completion of the financial plan or project, we will refund to the client a pro-rata share of the fee based on the number of hours expended by Maiden Cove. Maiden Cove Capital Page 7 Financial Planning Service Fixed Fees Maiden Cove will charge a fixed fee for financial planning services of up to $15,000 per plan as negotiated and contracted for with client in advance. Fixed fee-based clients are billed in advance. If the client terminates the agreement with the Advisor prior to the Advisor’s completion of the services or financial plan, or if the Advisor completes the services or financial plan in less time than originally planned, the Advisor will refund to the client a pro-rata share of the fee the client paid based on the number of hours accrued multiplied by the Advisor’s $550 hourly rate. The Advisor will refund the pro-rata fee to the client within five business days. *********************************** Maiden Cove has the right, unilaterally, to change the above fees and any fee-related procedures upon at least thirty (30) days prior written notice to existing clients. Clients will incur certain charges imposed by the custodians and brokers, such as ticket charges, account maintenance fees, or wire and electronic fund transfer fees. For example, Fidelity imposes a $25 per quarter account maintenance fee. Such charges, fees and commissions are exclusive of, and in addition to, our fee and we will not receive any portion of these commissions, fees, and costs. For more information about our brokerage practices, please see Item 12. All fees paid to Maiden Cove Capital, LLC for investment advisory services are separate and distinct from fees and expenses charged by mutual funds and/or exchange traded funds, and management and administrative fees charged by third party money managers and other investment advisors. These fees and expenses are called expense ratios and are described in each fund’s prospectus and each third party’s disclosure Brochure (or similar disclosure document). These fees will generally include a management fee and other expenses. For example, an expense ratio of 0.40% means the mutual fund company or exchanged traded fund charges 0.40% per year for their services. Performance figures quoted by mutual fund companies in various publications are after their expense ratio has been deducted. At no time will Maiden Cove accept or maintain custody of a client’s funds or securities except for authorized fee deduction. Client is responsible for all custodial and securities execution fees charged by the custodian and executing broker-dealer. Our fee is separate and distinct from the custodian and execution fees. Please see Item 12, Brokerage Practices, for additional information. Maiden Cove’s financial planning fee is payable in advance. Upon termination, any fees paid in advance will be prorated to the date of termination and any unearned fees will be refunded to client. Neither Maiden Cove nor its supervised persons accept compensation for the sale of securities products, including asset-based sales charges or service fees from the sale of mutual funds. Investment advisor representatives are also licensed and registered as insurance producers to sell life and other lines of insurance for various insurance companies. Therefore, they will be able to purchase insurance products for any client in need of such services and will receive separate, yet typical compensation in the form of commissions for the purchase of insurance products. This creates a conflict of interest because of the receipt of additional compensation by Maiden Cove and its investment advisor representatives. Clients are not obligated to use Maiden Cove and its investment advisor representatives for insurance products services. However, in such instances, there is no advisory fee associated with these insurance products, and clients will be made aware of all commissions associated with the products prior to the transactions. Termination of the Advisory Relationship A client agreement may be canceled at any time, by either party, for any reason upon receipt of written notice. Retirement Rollover Conflicts of Interest Maiden Cove Capital Page 8 When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts of interest with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interests ahead of yours. Item 6 Performance-Based Fees and Side-by-Side Management Maiden Cove does not charge performance-based fees. Item 7 Types of Clients Maiden Cove will offer its services to individuals, high net worth individuals, pension and profit sharing plans, trusts, estates, charitable organizations, and corporations or other businesses entities. Maiden Cove’s cumulative minimum account requirement for opening and maintaining an account is $1,000,000. However, based on facts and circumstances we may, at our sole discretion, accept accounts with a lower value. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Maiden Cove may utilize fundamental or technical analysis techniques in formulating investment advice or managing assets for clients. Fundamental analysis of businesses involves analyzing its financial statements and health, its management and competitive advantages and its competitors and markets. Fundamental analysis is performed on historical and present data but with the goal of making financial forecasts. There are several possible objectives; to conduct a company stock valuation and predict its probable price evolution; to make a projection on its business performance; to evaluate its management and make internal business decisions and to calculate its credit risk. Technical analysis is a method of evaluating securities by relying on the assumption that market data, such as charts of price, volume and open interest can help predict future (usually short-term) market trends. Technical analysis assumes that market psychology influences trading in a way that enables predicting when a stock will rise or fall. Maiden Cove primarily implements a buy-and-hold strategy. This strategy principally utilizes securities purchased and held for at least one year, but may at times include shorter-term purchases of securities sold within one year. The methods of analysis and investment strategies followed by Maiden Cove are utilized across all of our clients, as applicable. One method of analysis or investment strategy is not more significant than the other as Maiden Cove is considering the client’s portfolio, risk tolerance, time horizon and individual goals. However, the client should be aware that with any trading that occurs in the client account, the client will incur transaction and administrative costs. Investing includes the risk that the value of an investment can be negatively affected by factors specifically related to the investment (e.g., capability of management, competition, new inventions by other companies, lawsuits against the company, labor issues, patent expiration, etc.), or to factors related to investing and the markets in general (e.g., the economy, wars, civil unrest or terrorism around the world, concern about oil prices or unemployment, etc.). Risks of fundamental analysis may include risks that market actions, natural disasters, government actions, world political events or other events not directly related to the price or valuation of a specific company’s Maiden Cove Capital Page 9 fundamental analysis can adversely impact the stock price of a company causing a portfolio containing that security to lose value. Risks may also include that the historical data and projections on which the fundamental analysis is performed may not continue to be relevant to the operations of a company going forward, or that management changes or the business direction of management of the company may not permit the company to continue to produce metrics that are consistent with the prior company data utilized in the fundamental analysis, which may negatively affect Maiden Cove’s estimate of the valuation of the company. The primary risks in technical analysis are that the factors used to analyze the price, trends and volatility of a security may not be replicated, or the outcomes of such analysis will not be the same as in past periods where similar combinations existed. Because of the reliance on trends, technical analysis can signal buying at market peaks and selling at market troughs. All investments involve some degree of risk. In finance, risk refers to the degree of uncertainty and/or potential financial loss inherent in an investment decision. In general, as investment risks rise, investors seek higher returns to compensate themselves for taking such risks. Investing in securities involves risk, including the loss of the principal amount invested. Clients must be prepared to bear this risk. Every saving and investment product have different risks and returns. Differences include how readily investors can get their money when they need it, how fast their money will grow, and how safe their money will be. The primary risks faced by investors include: Business Risk With a stock, you are purchasing a piece of ownership in a company. With a bond, you are loaning money to a company. Returns from both of these investments require that that the company stays in business. If a company goes bankrupt and its assets are liquidated, common stockholders are the last in line to share in the proceeds. If there are assets, the company’s bondholders will be paid first, then holders of preferred stock. If you are a common stockholder, you get whatever is left, which may be nothing. Volatility Risk Even when companies aren’t in danger of failing, their stock price may fluctuate up or down. Large company stocks as a group, for example, have lost money on average about one out of every three years. A stock’s price can be affected by factors inside the company, such as a faulty product, or by events the company has no control over, such as political or market events. Inflation Risk Inflation is a general upward movement of prices. Inflation reduces purchasing power, which is a risk for investors receiving a fixed rate of interest. The principal concern for individuals investing in cash equivalents is that inflation will erode returns. Interest Rate Risk Interest rate changes can affect a bond’s value. If bonds are held to maturity the investor will receive the face value, plus interest. If sold before maturity, the bond may be worth more or less than the face value. Rising interest rates will make newly issued bonds more appealing to investors because the newer bonds will have a higher rate of interest than older ones. To sell an older bond with a lower interest rate, you might have to sell it at a discount. Liquidity Risk This refers to the risk that investors won’t find a market for their securities, potentially preventing them from buying or selling when they want. This can be the case with the more complicated investment products. It may also be the case with products that charge a penalty for early withdrawal or liquidation such as a certificate of deposit (CD), as well as alternatives such as hedge funds and other private investments. Index-Related Risk Maiden Cove Capital Page 10 Index strategies are passively managed and do not take defensive positions in declining markets. There is no guarantee that a portfolio managed to an index strategy (“index portfolio”) will achieve a high degree of correlation to its underlying index and therefore achieve its investment objective. Market disruptions and regulatory restrictions could have an adverse effect on the index portfolio’s ability to adjust its exposure to the required levels in order to track its underlying index. Errors in index data occur from time to time and are sometimes not identified and corrected for a period of time, and can have an adverse impact on a portfolio managed to the index. The index provider does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in respect of their indices, and does not guarantee that the index will be in line with its described index methodology. Errors and rebalances carried out by the index provider to the underlying index has in the past and likely will in the future increase the costs and market exposure risk of a portfolio. Mutual Funds and ETFs Clients may invest in mutual funds and exchange-traded funds (“ETFs”). Mutual funds and ETFs purchase and sell securities, such as stocks, commodities and bonds (or have exposures to such securities through swaps and other derivative instruments) and may also invest in crypto currencies. Some of the mutual funds and ETFs that may be purchased for a client’s portfolio may concentrate heavily in a particular asset category or sector. These categories could include, among others, sector funds, blue chip stock funds, small capitalization stock funds, growth funds, bond funds, and international funds or crypto-currency funds. Such funds may specialize even further on the basis of country or region of the world and engage in the use of leverage and short selling or trade in crypto currencies. Investors in mutual funds and ETFs generally bear all of their expenses, including fees of the investment adviser and custodian, brokerage commissions and legal and accounting fees. As a result, clients will indirectly bear two levels of advisory compensation – Maiden Cove’s advisory fee described in Item 5 Fees and Compensation above, and the advisory fee charged by the investment adviser of any mutual funds and ETFs in the client’s portfolio. The foregoing fees and expenses may be expected to result in a higher cost of investment than would be the case if clients were to invest directly in the mutual funds and ETFs on their own. As a result, the returns realized by the clients will be lower, all else being equal, than the returns clients would realize from engaging in the same activities directly on their own. Semi-Liquid and Non-Traded Securities Risks Redemption risk in certain alternative investment funds is the potential for limitations on an investor's ability to redeem their investment in a timely manner. This risk may arise from specific liquidity restrictions imposed by the fund, such as designated redemption windows (e.g., quarterly or annually) and lock-up periods during which investors are unable to access their capital. Additionally, adverse market conditions may impact the liquidity of the fund's underlying assets, potentially resulting in delays or partial redemptions. Investors should also be aware that some funds may implement redemption gates, limiting the total amount of capital that can be redeemed during a specified period to protect the interests of remaining investors. Furthermore, poor fund performance may drive a surge in redemption requests, exacerbating liquidity challenges. Therefore, it is crucial for investors to thoroughly review the fund’s offering documents and redemption policies to fully understand the associated risks and ensure alignment with their liquidity needs prior to making an investment. Margin Risk Securities purchased on margin are the broker-dealer’s collateral for the loan to the client. If the securities in the account decline in value, so does the value of the collateral supporting the loan, and, as a result, the Maiden Cove Capital Page 11 broker-dealer can take action, such as issue a margin call and/or sell securities or other assets in any of the client’s accounts held with the member, in order to maintain the required equity in the account. It is important that you fully understand the risks involved in trading securities on margin. These risks include the following: The client can lose more funds than deposited in the margin account. • The broker-dealer can force the sale of securities or other assets in client’s account(s). • The broker-dealer can sell the client’s securities or other assets without contacting the client. • • The Client is not entitled to choose which securities or other assets in the account(s) are liquidated or sold to meet a margin call. • The broker-dealer can increase its "house" maintenance margin requirements at any time and is not required to provide the client advance written notice. The client is not entitled to an extension of time on a margin call. • Maiden Cove does not primarily recommend a particular type of security. However, clients are advised that many unexpected broad environmental factors can negatively impact the value of portfolio securities causing the loss of some or all of the investment, including changes in interest rates, political events, natural disasters, and acts of war or terrorism. Further, factors relevant to specific securities may have negative effects on their value, such as competition or government regulation. Also, the factors for which the company was selected for inclusion in a client portfolio may change, for example, due to changes in management, new product introductions, or lawsuits. Cyber Security Risk With the increased use of technologies to conduct business, a portfolio is susceptible to operational, information security, and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and are not limited to: gaining unauthorized access to digital systems, misappropriating assets or sensitive information, corrupting data, or causing operational disruption, including the denial-of- service attacks on websites. A successful penetration or circumvention of the security of the Maiden Cove’s systems by unauthorized third parties could result in the loss or theft of a client’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause Maiden Cove or its service providers to incur regulatory penalties, reputational damage, additional compliance costs, or financial loss. In addition, the firm may incur substantial costs related to investigation of the origin and scope of a cybersecurity incident, increasing and upgrading cybersecurity protections including its administrative, technical, organizational and physical controls, acts of identity theft, unauthorized use or loss of proprietary information, adverse client reaction, increased insurance premiums or difficulties obtaining insurance coverage, or litigation, regulatory actions, or other legal risks. Cyber security failures or breaches by a third-party service provider and the issuers of securities in which the portfolio invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, including the cost to prevent cyber incidents. Third-party investment managers engaged to manage client assets are subject to and present cyber security risk. Similar types of operational and technology risks are also present for the companies in which the clients invest, which could have material adverse consequences for such companies, and may cause the clients’ investments to lose value. Maiden Cove Capital Page 12 Item 9 Disciplinary Information We are required to disclose any legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management. Our firm and management personnel have no reportable disciplinary events to disclose. Item 10 Other Financial Industry Activities and Affiliations Neither Maiden Cove nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither Maiden Cove nor any of its management persons are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Maiden Cove does not currently have any relationships or arrangements that are material to its advisory business or clients with either a broker-dealer, municipal securities dealer, or government securities dealer or broker, investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund” and offshore fund), other investment advisor or financial planner, futures commission merchant, commodity pool operator, or commodity trading advisor, banking or thrift institution, accountant or accounting firm, lawyer or law firm, pension consultant, real estate broker or dealer or sponsor of syndicator of limited partnerships. Mr. Saccani is also licensed and registered as an insurance producer to sell life and other lines of insurance for various insurance companies. Therefore, he will be able to purchase insurance products for any client in need of such services and will receive separate, yet typical compensation in the form of commissions for the purchase of insurance products. This creates a conflict of interest because of the receipt of additional compensation by Mr. Saccani. Clients are not obligated to use Mr. Saccani for insurance products services. However, in such instances, there is no advisory fee associated with these insurance products, and clients will be made aware of all commissions associated with the products prior to the transactions. Maiden Cove may recommend the services of an Institutional Manager, which is another registered investment adviser. Please see items 4 and 5, above, for details. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Maiden Cove is registered with the U.S. Securities and Exchange Commission and maintains a Code of Ethics pursuant to SEC rule 204A-1. Maiden Cove has adopted a Code of Ethics that sets forth the basic policies of ethical conduct for all managers, officers, and employees of the adviser. In addition, the Code of Ethics governs personal trading by each employee of Maiden Cove deemed to be an Access Person and is intended to ensure that securities transactions effected by Access Persons of Maiden Cove are conducted in a manner that avoids any conflict of interest between such persons and clients of the adviser or its affiliates. Maiden Cove collects and maintains records of securities holdings and securities transactions effected by Access Persons. These records are reviewed to identify and resolve conflicts of interest. Maiden Cove will provide a copy of the Code of Ethics to any client or prospective client upon request. Maiden Cove does not recommend to clients, or buy or sell for client accounts, securities in which the firm or a related person has a material financial interest Maiden Cove and/or its Investment Advisor Representatives may from time to time purchase or sell products that they may recommend to clients. This practice creates conflicts of interest in that personnel of Maiden Cove can take advantage of the advance knowledge of firm securities trading and trade their personal accounts ahead of the client trades or recommend trades in client accounts that may affect the price of the securities owned by the Investment Advisor Representatives. To mitigate these conflicts, Maiden Cove has Maiden Cove Capital Page 13 adopted a Code of Ethics that sets forth the basic policies of ethical conduct for all managers, officers, and employees of the adviser. In addition, the Code of Ethics governs personal trading by each employee of Maiden Cove deemed to be an Access Person and is intended to ensure that securities transactions effected by Access Persons of Maiden Cove are conducted in a manner that avoids any actual or potential conflict of interest between such persons and clients of the advisor or its affiliates. Maiden Cove collects and maintains records of securities holdings and securities transactions effected by Access Persons. These records are reviewed quarterly by the Chief Compliance Officer to identify and resolve potential conflicts of interest. Maiden Cove’s Code of Ethics is available upon request. Finally, supervised persons of registered investment advisors are fiduciaries by law and are required to put the client’s interest before those of the firm and themselves. Maiden Cove requires that its Investment Advisor Representatives follow its basic policies and ethical standards as set forth in its Code of Ethics. Investment Advisor Representatives of Maiden Cove may trade for their own accounts securities that are being traded for client accounts at or about the same time. To mitigate the conflict of interest in such circumstances, Maiden Cove’s policy is to require the trading of all relevant client account prior to the trading of their own accounts. The Chief Compliance Officer examines personal trading activities of Maiden Cove’s personnel to verify compliance with this policy. Item 12 Brokerage Practices If requested by the client, Maiden Cove may suggest brokers or dealers to be used based on execution and custodial services offered, cost, quality of service and industry reputation. Maiden Cove will consider factors such as commission price, speed and quality of execution, client management tools, and convenience of access for both Maiden Cove and client in making its suggestion. Maiden Cove recommends that all clients use Fidelity Brokerage Services LLC, a registered broker-dealer, member SIPC, Charles Schwab & Co., Inc., a registered broker-dealer, member SIPC, or John Hancock Trust Company LLC as their qualified custodian. Maiden Cove may receive proprietary research services or other products as a result of recommending a particular broker which may result in the client paying higher commissions than those obtainable through other brokers. If Maiden Cove does receive such products or services, it will follow procedures which ensure compliance with Section 28(e) of the Securities Exchange Act of 1934 or applicable state securities rules. Maiden Cove seeks to obtain the most favorable net results for clients’ price, execution quality, services and commissions. Although Maiden Cove seeks competitive commission rates, clients may pay commissions higher than those available from other brokers. Maiden Cove may enter into such transactions on behalf of its clients so long as it determines in good faith that the amount of commission paid was reasonable in relation to the value of the brokerage and research services provided by the broker. The services that may be considered in this determination of reasonableness may include (1) advice, either directly or through publications or writing, as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) analysis and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; or (3) effecting securities transactions and performing functions incidental thereto. Such research furnished by broker-dealers may be used to service any or all of Maiden Cove’s clients and may be used in connection with accounts other than those that pay commissions to the broker-dealers providing the research. In particular, third-party research provided by broker-dealers may be used to benefit all of Maiden Cove’s clients. This creates a conflict of interest in that Maiden Cove has an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than on the clients’ interest in receiving most favorable execution. Benefits received may be used as soft dollars provided that: Maiden Cove Capital Page 14 The service is primarily for the benefit of Maiden Cove’s clients; The commission rates are competitive with rates charged by comparable broker-dealers; and • • • Maiden Cove does not guarantee a minimum amount of commissions to any broker-dealer. Maiden Cove does not receive client referrals from any broker-dealer or third party as a result of the firm selecting or recommending that broker-dealer to clients. Maiden Cove recommends that all clients use a particular broker-dealer for execution and/or custodial services. The broker-dealer is recommended based on criteria such as, but not limited to, reasonableness of commissions charged to the client, tools and services made available to the client and Maiden Cove, and convenience of access to the account trading and reporting. The client will provide authority to Maiden Cove to direct all transactions through that broker-dealer in the investment advisory agreement. As an investment advisory firm, Maiden Cove has a fiduciary duty to seek best execution for client transactions. While best execution is difficult to define and challenging to measure, there is some consensus that it does not solely mean the achievement of the best price on a given transaction. Rather, it appears to be a collective consideration of factors concerning the trade in question. Such factors include the security being traded, the price of the trade, the speed of the execution, apparent conditions in the market, and the specific needs of the client. Maiden Cove’s primary objectives when placing orders for the purchase and sale of securities for client accounts is to obtain the most favorable net results taking into account such factors as 1) price, 2) size of order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the broker. Maiden Cove may not necessarily pay the lowest commission or commission equivalent as specific transactions may involve specialized services on the part of the broker. Maiden Cove does not permit clients to direct brokerage. Maiden Cove may combine orders into block trades when more than one account is participating in the trade. This blocking or bunching technique must be equitable and potentially advantageous for each such account (e.g. for the purposes of reducing brokerage commissions or obtaining a more favorable execution price). Block trading is performed when it is consistent with the duty to seek best execution and is consistent with the terms of Maiden Cove’s investment advisory agreements. Equity trades are blocked based upon fairness to client, both in the participation of their account, and in the allocation of orders for the accounts of more than one client. Allocations of all orders are performed in a timely and efficient manner. All managed accounts participating in a block execution receive the same execution price (average share price) for the securities purchased or sold in a trading day. Any portion of an order that remains unfilled at the end of a given day will be rewritten on the following day as a new order with a new daily average price to be determined at the end of the following day. Due to the low liquidity of certain securities, broker availability may be limited. Open orders are worked until they are completely filled, which may span the course of several days. If an order is filled in its entirety, securities purchased in the aggregated transaction will be allocated among the accounts participating in the trade in accordance with the allocation statement. If an order is partially filled, the securities will be allocated pro rata based on the allocation statement. Maiden Cove may allocate trades in a different manner than indicated on the allocation statement (non-pro rata) only if all managed accounts receive fair and equitable treatment. Item 13 Review of Accounts Maiden Cove reviews client accounts in light of the client’s stated objectives and the Advisor’s overall investment outlook and strategy. Management of the client investment portfolios is an ongoing process. While there are no specific requirements for frequency of client account reviews, customarily accounts are reviewed at least annually. Account reviews may also be occasioned by a variety of circumstances, such as follow-up to a client meeting, changes in client needs, revisions to Maiden Cove’s investment strategy or its assessment of particular securities, market trends and changes in Maiden Cove’s economic outlook. Account reviews may or may not result in any trading actions. While the complexity of some accounts, nuanced client- Maiden Cove Capital Page 15 asset considerations, and tax-related input received directly from the clients or their accountants/attorneys may result in more frequent account activity for some clients, other less complex accounts, once invested thoughtfully, with long-term considerations in mind, may not see account activity for months or years. This is by design, not inattention. Maiden Cove and its professionals have the knowledge, self-confidence, humility, and discipline necessary to “stay the course” on long-term investment strategies that we believe are in the best interest of each individual client, even if that means making very few portfolio changes during volatile periods (or any period, for that matter). Philosophically, we do not believe in market-timing and we do not make portfolio changes simply to show “activity” in accounts. Portfolio turnover (or lack thereof) is driven exclusively by what we believe is in the client’s best long-term interest. Unless specific written direction has been received from a client with security-specific instructions, account buy/sell/hold decisions are not managed for tax-specific purposes or outcomes. Therefore, clients must appreciate that discretionary investment decisions that result in investment gains may or will produce tax obligations on the part of the account and its owner(s), depending on the overall tax circumstances of the client(s). Maiden Cove cannot be expected to appreciate the full “tax picture” of every client and is, of course, not responsible for tax consequences of gains in client accounts. Maiden Cove reviews client accounts on an annual basis, or when conditions would warrant a review based on market conditions or changes in client circumstances. Triggering factors may include Maiden Cove becoming aware of a change in client’s investment objective, a change in market conditions, change of employment, or a change in recommended asset allocation weightings in the account that exceed a predefined guideline. Client accounts (and/or financial plans) are reviewed by Damien Saccani, Founder, President, and Investment Advisor Representative, or by Thomas Joseph Collins, CFP®, Investment Advisor Representative. Given that our investment advice is specific to each client’s investment needs, we strongly encourage clients to notify us if changes occur in their personal financial situation that might materially affect their investment plan. The client will receive written statements no less than quarterly from the custodian. In addition, the client will receive other supporting reports from asset managers, trust companies or other custodians, broker-dealers, and others who are involved with client accounts. Maiden Cove does not deliver separate client reports. Item 14 Client Referrals and Other Compensation Maiden Cove is not compensated by anyone for providing investment advice or other advisory services except as previously disclosed in this Brochure. To the extent Maiden Cove enters into a referral agreement whereby the firm pays a referral fee to promoters/introducers, we will do so in accordance our policies and procedures to ensure promoter activities are compliant with the requirements of Rule 206(4)-1 of the Investment Advisers Act and any corresponding state securities laws. The fees paid to referral sources do not affect the fees clients pay to Maiden Cove. All such referral fees shall be paid solely by Maiden Cove. In each instance, a written agreement will exist between Maiden Cove and the referral source. For clients and prospects who are introduced to us by an unaffiliated promoter, the client and prospect will be given, prior to or at the time of entering into any advisory contract, a copy of the promoter’s disclosure statement containing the terms and conditions of the solicitation arrangement including compensation. Item 15 Custody All client assets are held in custody by unaffiliated qualified custodians (e.g., broker/dealers, insurance company or banks). Maiden Cove does not take custody of any client assets other than to directly debit our advisory fees from client accounts. Although Maiden Cove has this limited form of custody, it is not required to have a surprise audit or file a Form ADV-E solely for the purpose of being able to debit advisory fees. Maiden Cove Capital Page 16 Because of Maiden Cove’s authority to instruct the client’s custodian to debit advisory fees from client accounts to receive advisory fees, we adhere to the safeguards described in Item 5. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. Clients should contact the firm directly if they believe that there may be an error in their statement. Maiden Cove urges clients to carefully compare the information provided on these statements to ensure that all account transactions, holdings and values are correct and current. Item 16 Investment Discretion Maiden Cove generally has discretion over the selection and amount of securities to be bought or sold in client accounts without obtaining prior consent or approval from the client for each transaction. However, these purchases or sales may be subject to specified investment objectives, guidelines, or limitations previously set forth by the client and agreed to by Maiden Cove. Discretionary authority will only be provided upon full disclosure to the client. The granting of such authority will be evidenced by the client’s execution of an Investment Advisory Agreement containing all applicable limitations to such authority. All discretionary trades made by Maiden Cove will be in accordance with each client’s investment objectives and goals. Item 17 Voting Client Securities Maiden Cove will not vote, nor advise clients how to vote, proxies for securities held in client accounts. The client clearly keeps the authority and responsibility for the voting of these proxies. Also, Maiden Cove cannot give any advice or take any action with respect to the voting of these proxies. The client and Maiden Cove agree to this by contract. Clients will receive proxy solicitations from their custodian and/or transfer agent. Item 18 Financial Information Maiden Cove does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, and is not required to file a balance sheet. Maiden Cove has discretionary authority over client accounts and is not aware of any financial condition that will likely impair its ability to meet contractual commitments to clients. If Maiden Cove does become aware of any such financial condition, this brochure will be updated and clients will be notified. Maiden Cove has never been subject to a bankruptcy petition. Maiden Cove Capital Page 17