MARATHON FINANCIAL GROUP

Disclosure Brochure December 17, 2025 MARATHON WEALTH ADVISORS, LLC a Registered Investment Adviser 131 Dartmouth St., 3rd Fl. Boston, MA 02116 (857) 201-3420 www.MeetMarathon.com This brochure provides information about the qualifications and business practices of Marathon Wealth Advisors, LLC dba Marathon Financial Group (hereinafter “MFG” or the “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at the telephone number listed above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm is a registered investment adviser. Registration does not imply any level of skill or training.  Disclosure Brochure Item 2. Material Changes In this Item, MFG is required to discuss any material changes that have been made to the brochure since the last annual amendment. There are no such material changes to disclose. Page | 2 © MarketCounsel 2025  Disclosure Brochure Item 3. Table of Contents Item 2. Material Changes .............................................................................................................................................. 2 Item 3. Table of Contents ............................................................................................................................................. 3 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 ................................................................................................................................ 12 Item 10. Other Financial Industry Activities and Affiliations .................................................................................... 12 Item 11. Code of Ethics .............................................................................................................................................. 13 Item 12. Brokerage Practices ...................................................................................................................................... 14 Item 13. Review of Accounts ..................................................................................................................................... 17 Item 14. Client Referrals and Other Compensation .................................................................................................... 18 Item 15. Custody......................................................................................................................................................... 18 Item 16. Investment Discretion ................................................................................................................................... 19 Item 17. Voting Client Securities ............................................................................................................................... 19 Item 18. Financial Information ................................................................................................................................... 19 Page | 3 © MarketCounsel 2025  Disclosure Brochure Item 4. Advisory Business MFG offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to MFG rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with MFG setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). MFG filed for registration as an investment adviser in July 2025 and is owned by Charlie Brown IV. As of December 3, 2025 the Firm had $289,056,199, all of which was managed on a discretionary basis. While this brochure generally describes the business of MFG, 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 MFG’s behalf and are subject to the Firm’s supervision or control. Financial Planning and Consulting Services MFG offers clients a broad range of financial planning and consulting services, which include any or all of the following functions: Business Planning Insurance Planning • • Tax and Cash Flow Planning Retirement Planning • • Trust and Estate Planning Education Planning • • While each of these services is available on a stand-alone basis, certain of them can also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below). The Firm will also provide educational seminars and/or workshops. The seminars are customized, but can address financial planning, tax planning strategies, money management and investment and retirement planning. The seminars are purely educational in nature and do not involve the sale of any investment products. Information presented will not be based on any individual’s personal needs, nor does the Firm provide individualized investment advice to attendees during the seminars. In performing these services, MFG 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. MFG 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 MFG or its affiliates to provide (or continue to provide) additional services Page | 4 © MarketCounsel 2025  Disclosure Brochure 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 MFG 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 MFG’s recommendations and/or services. Investment and Wealth Management Services MFG provides clients with wealth management services which include a broad range of financial planning and consulting services as well as discretionary management of investment portfolios. MFG primarily allocates client assets among various individual equity securities, exchange-traded funds (“ETFs”), and mutual funds in accordance with their stated investment objectives. Where appropriate, the Firm also provides advice about any type of legacy position or other investment held in client portfolios, but clients should not assume that these assets are being continuously monitored or otherwise advised on by the Firm unless specifically agreed upon. Clients can engage MFG 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, MFG 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. In limited circumstances, the Firm will recommend that clients use other investment advisers and/or platforms (“Independent Managers”) for the management of their 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. In addition to this brochure, clients will typically also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. The Firm will provide advice to the client regarding the use of the Independent Manager, including allocation amongst the investment options at that Independent Manager. Neither the Firm nor any Supervised Person of the Firm provides legal service, including the preparation of estate plans. The Firm does, however, provide consulting services to support the estate planning needs of clients. The Firm provides due diligence and access to companies that provide estate planning services. This includes Wealth.com which is an application that can help with estate planning, as well as support in finding and using lawyers when more sophisticated estate planning services are required. The Firm charges a fixed fee for consulting with clients on the estate planning. Should clients need legal support, they will sign a separate agreement with an independent law firm. Page | 5 © MarketCounsel 2025  Disclosure Brochure MFG 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. MFG consults with clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints and other related factors relevant to the management of their portfolios. Clients are advised to promptly notify MFG 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 MFG 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. Item 5. Fees and Compensation MFG offers services on a fee basis, which includes fixed fees, as well as fees based upon assets under management or advisement. Additionally, certain of the Firm’s Supervised Persons, in their individual capacities, offer insurance products under a separate commission-based arrangement. Financial Planning and Consulting Fees MFG charges a fixed for providing financial planning and consulting services under a stand-alone engagement. These fees are negotiable, but range from $1,000 to $20,000 depending upon the scope and complexity of the services and the professional rendering the financial planning and/or the consulting services. If the client engages the Firm for additional investment advisory services, MFG can offset all or a portion of its fees for those services based upon the amount paid for the financial planning and/or consulting services. The terms and conditions of the financial planning and/or consulting engagement are set forth in the Advisory Agreement. For project-based services MFG requires one-half of the fee (payable upon execution of the Advisory Agreement. The outstanding balance is due upon delivery of the financial plan or completion of the agreed upon services. The Firm does not, however, take receipt of $1,200 or more in prepaid fees, six or more months in advance of services rendered. Wealth Management Fees MFG offers investment management services for an annual fee based on the amount of assets under the Firm’s management. This management fee varies in accordance with the following blended fee schedule: Page | 6 © MarketCounsel 2025  Disclosure Brochure PORTFOLIO VALUE BASE FEE First $1,000,000 Next $1,500,000 Next $2,500,000 Next $5,000,000 Next $5,000,000 Next $5,000,000 Assets above $20,000,000 1.25% 1.00% 0.80% 0.70% 0.60% 0.50% 0.40% The annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets being managed by MFG on the last day of the previous quarter as determined by a party independent from the Firm (including the client’s custodian or another third-party). The Firm includes cash in a client’s account in determining the valuation for billing purposes. The Firm may, in its sole discretion, not include cash in determining the fee, especially where a client has a high percentage of cash for reasons other than the Firm's investment management decision. If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is not adjusted to reflect the interim change in portfolio value. For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the advisory agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination and the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate. Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g., held-away assets, accommodation accounts, alternative investments, etc.), MFG can negotiate a fee rate that differs from the range set forth above. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage MFG for additional services for compensation, including rolling over retirement accounts or moving other assets to the Firm’s management. Clients retain absolute discretion over all decisions regarding engaging the Firm and are under no obligation to act upon any of the recommendations. Furthermore, where the Firm recommends Independent Managers, the Firm can receive its fee from the Independent Manager. In those circumstances, the Firm will not charge the client additional fees for the management of those assets managed by the Independent Manager. Fee Discretion MFG may, in its sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing/legacy client relationship, account retention, pro bono activities, or competitive purposes. Page | 7 © MarketCounsel 2025  Disclosure Brochure Additional Fees and Expenses In addition to the advisory fees paid to MFG, clients also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These additional charges include securities brokerage commissions, transaction fees, custodial fees, margin and other borrowing costs, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund 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. The Firm’s brokerage practices are described at length in Item 12, below. Use of Third-Party for Certain Assets Held Away For assets held at a custodian that is not directly accessible by the Firm ("Held Away Accounts"), the Firm may, but is not required to, manage these Held Away Accounts using Pontera. Pontera allows the Firm to view and manage assets. The annual fee for investment management services for Held Away Accounts will follow the Firm’s fee schedule as noted above, but will not be blended and will be capped at 1.00%. For example, if a client has $1,200,000 managed on the Pontera platform, they will be charge 1.00% on the that amount rather than 1.25% on the first $1,000,000. The fees will not be deducted directly from the accounts managed through Pontera. The client does not pay an additional fee for Pontera. Clients will give written authorization to deduct the Firm’s fees from an account managed the Firm. Further, the qualified custodian will deliver an account statement to clients at least quarterly. These account statements will show all disbursements in the account. Direct Fee Debit Clients provide MFG with the authority to directly debit their accounts for payment of the investment advisory fees. The Financial Institutions that act as the qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to MFG. Account Additions and Withdrawals Clients can make additions to and withdrawals from their account at any time, subject to MFG’s right to terminate an account. Additions can be in cash or securities provided that the Firm reserves the right to liquidate any transferred securities or declines to accept particular securities into a client’s account. Clients can withdraw account assets on notice to MFG, subject to the usual and customary securities settlement procedures. However, the Firm designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. MFG may consult with its clients about Page | 8 © MarketCounsel 2025  Disclosure Brochure the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges) and/or tax ramifications. Item 6. Performance-Based Fees and Side-by-Side Management MFG does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Item 7. Types of Clients MFG offers services to individuals, trusts, estates, charitable organizations, corporations and other business entities. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies MFG attempts to help clients simplify, organize and manage their financial life. The Firm prioritizes building a meaningful relationship with clients and providing personal service. MFG is a goals-based, planning-driven, wealth management firm. The Firm believes in transparent, holistic financial planning driven by a long-term investment philosophy as the cornerstone of wealth accumulation and financial security. Foundational to MFG’s approach is the recognition that successful investing typically requires discipline and perseverance. In the near term, the market can fluctuate, but over time, the Firm believes that it rewards patient and disciplined investors. Investments are the tools MFG uses to facilitate a financial plan to help clients achieve their goals. Every individual can follow a unique path with distinct priorities and situations; each financial plan is customized with appropriate investments aligned with client tolerance and goals. MFG actively manages diversified, tax-conscious equity portfolios emphasizing growth and capital appreciation, while aiming to reduce downside volatility. The Firm prioritizes high-quality, US-based companies with strong growth potential and those that have a proven history of meaningfully growing dividends over time. The Firm maintains a long-term investment horizon by building portfolios seeking to Page | 9 © MarketCounsel 2025  Disclosure Brochure maximize return potential, while remaining resilient during market fluctuations – rather than chasing short- term trends or trying to time the market. The Firm’s management style avoids unnecessarily high mutual fund fees in favor of tax efficient ETFs and directly owning individual companies. The Firm’s research process is grounded in fundamental due diligence targeting high-quality, growth- oriented companies that the Firm believes have durable competitive advantages. While the Firm avoids decisions based solely on unforeseeable macro-economic forecasts, it remains privy to broader economic dynamics and utilizes a top-down, sector-oriented, research process to inform its fundamental strategies. After selection, companies are actively monitored and rebalanced to keep portfolio holdings aligned with client investment objectives and financial plans. Risk of Loss The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved with respect to the Firm’s investment management activities. Clients should consult with their legal, tax, and other advisors before engaging the Firm to provide investment management services on their behalf. Market Risks Investing involves risk, including the potential loss of principal, and all investors should be guided accordingly. The profitability of a significant portion of MFG’s recommendations and/or investment decisions may depend to a great extent upon correctly assessing the future course of price movements of stocks, bonds and other asset classes. In addition, investments may be adversely affected by financial markets and economic conditions throughout the world. There can be no assurance that MFG will be able to predict these price movements accurately or capitalize on any such assumptions. Volatility Risks The prices and values of investments can be highly volatile, and are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, the financial condition of the issuers of such assets, changing supply and demand relationships, and programs and policies of governments. Cash Management Risks The Firm may invest some of a client’s assets temporarily in money market funds or other similar types of investments, during which time an advisory account may be prevented from achieving its investment objective. Page | 10 © MarketCounsel 2025  Disclosure Brochure Equity-Related Securities and Instruments The Firm may take long positions in common stocks of U.S. and non-U.S. issuers traded on national securities exchanges and over-the-counter markets. The value of equity securities varies in response to many factors. These factors include, without limitation, factors specific to an issuer and factors specific to the industry in which the issuer participates. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments, and the stock prices of such companies may suffer a decline in response. In addition, equity securities are subject to stock risk, which is the risk that stock prices historically rise and fall in periodic cycles. U.S. and non-U.S. stock markets have experienced periods of substantial price volatility in the past and may do so again in the future. In addition, investments in small-capitalization, midcapitalization and financially distressed companies may be subject to more abrupt or erratic price movements and may lack sufficient market liquidity, and these issuers often face greater business risks. Mutual Funds and ETFs An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for index-based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Page | 11 © MarketCounsel 2025  Disclosure Brochure Finally, some mutual funds and ETFs may have lock-up periods that restrict an investor from selling their position for a period of time. Other mutual funds and ETFs could also have early redemption fees that are taken if the investor sells their position before a certain amount of time. Cyber Security With the increased use of technologies such as the internet to conduct business, the Firm and other service providers used by the Firm, of as well as the underlying investments made by clients are susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and may arise from external or internal sources. Cyber incidents have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the release of investor information or confidential business information, interference with the ability to calculate the value of client investments, destruction to equipment and systems, violations of applicable privacy and other laws, regulatory fines or penalties, reputation damage, or additional compliance costs. The Firm will seek to implement safeguards to protect clients against cyber attacks. However, there can be no assurance that the Firm will be successful in preventing the occurrence of cyber attacks or mitigating the impact of cyber attacks. Interest Rate Risks Interest rates may fluctuate significantly, causing price volatility with respect to securities or instruments held by clients. Item 9. Disciplinary Information MFG has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. Item 10. Other Financial Industry Activities and Affiliations This item requires investment advisers to disclose certain financial industry activities and affiliations. Licensed Insurance Agents A number of the Firm’s Supervised Persons are licensed insurance agents and offer certain insurance products on a fully-disclosed commissionable basis. A conflict of interest exists to the extent that MFG recommends the purchase of insurance products where its Supervised Persons are entitled to insurance Page | 12 © MarketCounsel 2025  Disclosure Brochure commissions or other additional compensation. The Firm has procedures in place whereby it seeks to ensure that all recommendations are made in its clients’ best interest regardless of any such affiliations. Item 11. Code of Ethics MFG has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. MFG’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of MFG’s personnel to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, the Firm’s Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a fair and equitable manner that is consistent with the Firm’s policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by certain personnel to be completed without any appreciable impact on the markets of such securities. Therefore, under limited circumstances, exceptions may be made to the policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Supervised Person with access to this information may knowingly effect for themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household) a transaction in that security unless: • the transaction has been completed; • the transaction for the Supervised Person is completed as part of a batch trade with clients; or • a decision has been made not to engage in the transaction for the client. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; and iv) shares issued by other unaffiliated open-end mutual funds. Clients and prospective clients may contact MFG to request a copy of its Code of Ethics by contacting the Firm at the phone number on the cover page of this brochure. Page | 13 © MarketCounsel 2025  Disclosure Brochure Item 12. Brokerage Practices Recommendation of Broker-Dealers for Client Transactions MFG recommends that clients utilize the custody, brokerage and clearing services of National Financial Services LLC and Fidelity Brokerage Services LLC (together with affiliates, “Fidelity”) for investment management accounts. The final decision to custody assets with Fidelity is at the discretion of the client, including those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA accountholder. MFG is independently owned and operated and not affiliated with Fidelity. Fidelity provides MFG with access to its institutional trading and custody services, which are typically not available to retail investors. Factors which MFG considers in recommending Fidelity or any other broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. Fidelity enables the Firm to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by Fidelity may be higher or lower than those charged by other Financial Institutions. The commissions paid by MFG’s clients to Fidelity comply with the Firm’s duty to obtain “best execution.” Clients may pay commissions that are higher than another qualified Financial Institution might charge to effect the same transaction where MFG determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including among others, the value of research provided, execution capability, commission rates and responsiveness. MFG seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. MFG periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. Software and Support Provided by Financial Institutions MFG receives without cost from Fidelity administrative support, brokerage support, computer software, related systems support, research and other third-party support as further described below (together "Support") which allow MFG to better monitor client accounts maintained at Fidelity and otherwise conduct its business. MFG receives the Support without cost because the Firm renders investment management services to clients that maintain assets at Fidelity. The Support is not provided in connection with securities Page | 14 © MarketCounsel 2025  Disclosure Brochure transactions of clients (i.e., not “soft dollars”). The Support benefits MFG, but not its clients directly. Clients should be aware that MFG’s receipt of economic benefits such as the Support from a broker-dealer creates a conflict of interest since these benefits will influence the Firm’s choice of broker-dealer over another that does not furnish similar software, systems support or services. In fulfilling its duties to its clients, MFG endeavors at all times to put the interests of its clients first and has determined that the recommendation of Fidelity is in the best interest of clients and satisfies the Firm's duty to seek best execution. Specifically, MFG receives the following benefits from Fidelity: i) receipt of duplicate client confirmations and bundled duplicate statements; ii) access to a trading desk that exclusively services its institutional traders; iii) access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to client accounts; and iv) access to an electronic communication network for client order entry and account information. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain amount of the advisor’s clients’ assets are maintained in accounts at Fidelity. Fidelity’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For client accounts maintained in its custody, Fidelity generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset- based fees for securities trades that are executed through Fidelity or that settle into Fidelity accounts. Fidelity also makes available to the Firm other products and services that benefit the Firm but may not benefit its clients’ accounts. These benefits may include national, regional or Firm specific educational events organized and/or sponsored by Fidelity. Other potential benefits may include occasional business entertainment of personnel of MFG by Fidelity personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist MFG in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information and other market data, facilitate payment of the Firm's fees from its clients’ accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of the Firm’s accounts, including accounts not maintained at Fidelity. Fidelity also makes available to MFG other services intended to help the Firm manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information Page | 15 © MarketCounsel 2025  Disclosure Brochure technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Fidelity may make available, arrange and/or pay vendors for these types of services rendered to the Firm by independent third parties. Fidelity may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third- party providing these services to the Firm. While, as a fiduciary, MFG endeavors to act in its clients’ best interests, the Firm's recommendation that clients maintain their assets in accounts at Fidelity may be based in part on the benefits received and not solely on the nature, cost or quality of custody and brokerage services provided by Fidelity, which creates a conflict of interest. Brokerage for Client Referrals MFG does not consider, in selecting or recommending broker-dealers, whether the Firm receives client referrals from the Financial Institutions or other third party. Directed Brokerage The client may direct MFG in writing to use a particular Financial Institution to execute some or all transactions for the client. In that case, the client will negotiate terms and arrangements for the account with that Financial Institution and the Firm will not seek better execution services or prices from other Financial Institutions or be able to “batch” client transactions for execution through other Financial Institutions with orders for other accounts managed by MFG (as described above). As a result, the client may pay higher commissions or other transaction costs, greater spreads or may receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, MFG may decline a client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties. Trade Aggregation Transactions for each client will be effected independently, unless MFG decides to purchase or sell the same securities for several clients at approximately the same time. MFG may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Firm’s clients differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and allocated among MFG’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which MFG’s Supervised Persons may invest, the Firm does so in accordance with applicable rules promulgated under the Advisers Act and Page | 16 © MarketCounsel 2025  Disclosure Brochure no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. MFG does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, the Firm may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. Item 13. Review of Accounts Account Reviews MFG monitors client portfolios on a continuous and ongoing basis and regular account reviews are conducted on at least an annual basis. Such reviews are conducted by the Firm’s Chief Investment Officer and/or investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals and objectives with MFG and to keep the Firm informed of any changes thereto. Account Statements and Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. On a quarterly basis, clients will also receive written or electronic reports from MFG and/or an outside service provider, which contain certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with any documents or reports they receive from MFG or an outside service provider. Page | 17 © MarketCounsel 2025  Disclosure Brochure Item 14. Client Referrals and Other Compensation Client Referrals In the event a client is introduced to MFG by either an unaffiliated or an affiliated solicitor, the Firm may pay that solicitor a referral fee in accordance with applicable securities laws. Unless otherwise disclosed, any such referral fee is paid solely from MFG’s investment management fee and does not result in any additional charge to the client. If the client is introduced to the Firm by an unaffiliated solicitor, the client will receive a solicitor’s disclosure statement containing the terms and conditions of the solicitation arrangement and any conflicts of interest. Any affiliated solicitor of MFG is required to disclose the nature of his or her relationship to prospective clients at the time of the solicitation. Other Compensation The Firm receives economic benefits from Fidelity. The benefits, conflicts of interest and how they are addressed are discussed above in response to Item 12. In addition, as discussed in response to Item 5, the Firm can receive compensation directly from the Independent Manager(s) recommended. In those circumstances, the Firm will charge the client additional fees for the management of those assets managed by the Independent Manager. Item 15. Custody MFG is deemed to have custody of client funds and securities because the Firm is given the ability to debit client accounts for payment of the Firm’s fees. As such, client funds and securities are maintained at one or more Financial Institutions that serve as the qualified custodian with respect to such assets. Such qualified custodians will send account statements to clients at least once per calendar quarter that typically detail any transactions in such account for the relevant period. In addition, as discussed in Item 13, MFG will also send, or otherwise make available, periodic supplemental reports to clients. Clients should carefully review the statements sent directly by the Financial Institutions and compare them to those received from MFG. Any other custody disclosures can be found in the Firm’s Form ADV Part 1. Standing Letters of Authorization MFG also has custody due to clients giving the Firm limited power of attorney in a standing letter of authorization (“SLOA”) to disburse funds to one or more third parties as specifically designated by the Page | 18 © MarketCounsel 2025  Disclosure Brochure client. In such circumstances, the Firm will implement the steps in the SEC’s no-action letter on February 21, 2017 which includes (in summary): i) client will provide instruction for the SLOA to the custodian; ii) client will authorize the Firm to direct transfers to the specific third party; iii) the custodian will perform appropriate verification of the instruction and provide a transfer of funds notice to the client promptly after each transfer; iv) the client will have the ability to terminate or change the instruction; v) the Firm will have no authority or ability to designate or change the identity or any information about the third party; vi) the Firm will keep records showing that the third party is not a related party of the Firm or located at the same address as the Firm; and vii) the custodian will send the client an initial and annual notice confirming the SLOA instructions. Item 16. Investment Discretion MFG is given the authority to exercise discretion on behalf of clients. MFG is considered to exercise investment discretion over a client’s account if it can effect and/or direct transactions in client accounts without first seeking their consent. MFG is given this authority through a power-of-attorney included in the agreement between MFG and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). MFG takes discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; and • When transactions are made. Item 17. Voting Client Securities Declination of Proxy Voting Authority MFG does not accept the authority to vote a client’s securities (i.e., proxies) on their behalf. Clients receive proxies directly from the Financial Institutions where their assets are custodied and may contact the Firm at the contact information on the cover of this brochure with questions about any such issuer solicitations. Item 18. Financial Information MFG is not required to disclose any financial information listed in the instructions to Item 18 because: Page | 19 © MarketCounsel 2025  Disclosure Brochure • The Firm does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; • The Firm does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • The Firm has not been the subject of a bankruptcy petition at any time during the past ten years. Page | 20 © MarketCounsel 2025