MARKS GROUP WEALTH MANAGEMENT, INC.

Part 2A of Form ADV: Firm Brochure 4350 Baker Road, Suite 245 Minnetonka, MN 55343 Telephone: (952) 582-6100 Email: erica.lewerenz@marksgroup.com Web Address: www.marksgroup.com September 26, 2025 This brochure provides information about the qualifications and business practices of Marks Group Wealth Management, Inc. (hereinafter “MGWM”). If you have any questions about the contents of this brochure, please contact us at (952) 582-6100 or erica.lewerenz@marksgroup.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 with the SEC or with any state securities authority does not imply a certain level of skill or training. Additional information about MGWM also is available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 148679. Page 1 of 21  Item 2 Material Changes Since MGWM’s last update dated March 5, 2024, we have added language in Item 4 to explain our subadvisory relationships; otherwise, there have been no material changes made to this Disclosure Brochure. Page 2 of 21  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 ............................................................................................................. 7 Item 6 Performance-Based Fees and Side-By-Side Management ........................................................ 9 Item 7 Types of Clients ......................................................................................................................... 10 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ................................................ 10 Item 9 Disciplinary Information ........................................................................................................... 14 Item 10 Other Financial Industry Activities and Affiliations ............................................................... 14 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........ 15 Item 12 Brokerage Practices ................................................................................................................. 16 Item 13 Review of Accounts ................................................................................................................. 18 Item 14 Client Referrals and Other Compensation.............................................................................. 19 Item 15 Custody .................................................................................................................................... 19 Item 16 Investment Discretion ............................................................................................................. 20 Item 17 Voting Client Securities ........................................................................................................... 20 Item 18 Financial Information .............................................................................................................. 21 Page 3 of 21  Item 4 Advisory Business MGWM is a SEC-registered investment adviser with its principal place of business located in Minnesota. MGWM has been in business since November 2008. Bennett E. Marks is the firm's principal shareholder (i.e., individuals and/or entities controlling 25% or more of MGWM). MGWM provides financial planning and investment management services primarily to high-net-worth families and individuals. We provide investment consulting services to private foundations, endowments, non-profit boards, and corporate retirement plans. (collectively, “clients” and each, a “client”) Reference to “client” or “clients” in this Disclosure Brochure are to one or more clients of MGWM and not clients of any other investment adviser. The focus of our investment management services are the six investment strategies which are described in Item 8. All strategies are actively managed and consist of securities with daily liquidity. Prior to engaging MGWM to provide any of the foregoing investment advisory services, the client is required to enter into one or more written agreements with MGWM setting forth the terms and conditions under which MGWM renders its services (collectively, the “Agreement”). This Disclosure Brochure describes the business of MGWM. Certain sections will also describe the activities of Supervised Persons. Supervised Persons are any of MGWM’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), or employees, or any other person who provides investment advice on MGWM’s behalf and is subject to MGWM’s supervision or control. Financial Planning and Consulting Services MGWM offers its clients a broad range of comprehensive financial planning and consulting services, which include non-investment-related matters. These services include business planning, investments, insurance, retirement, education, estate planning, and tax and cash flow needs of the client. In addition, the firm also provides financial consulting services to private foundations regarding long-term strategic planning, the development of investment policy statements and providing consolidated performance reporting for institutional clients working with multiple custodians and managers. These services may be included as part of MGWM’s wealth management services, described below. In performing its services, MGWM is not required to verify any information received from the client or from the client’s other professionals (e.g., attorney, accountant, etc.) and is expressly authorized to rely on such information. MGWM may recommend the services of itself and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if MGWM recommends its own services. The client is under no obligation to act upon any of the recommendations made by MGWM under a financial planning or consulting engagement or to engage the services of any such recommended professional, including MGWM itself. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any of MGWM’s recommendations. Clients are advised that it remains their responsibility to promptly notify MGWM if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising MGWM’s previous recommendations and/or services. Page 4 of 21  Investment Management and Wealth Management Services Clients can engage MGWM to manage all or a portion of their assets on a discretionary or non- discretionary basis. When managing all or a portion of a client’s assets on a discretionary basis, MGWM will manage the assets directly or will engage the advisory services of a subadviser to manage all or a portion of a client’s assets. In addition, MGWM may provide clients with wealth management services which include a broad range of comprehensive financial planning and consulting services as well as discretionary and/or non-discretionary management of investment portfolios. MGWM primarily allocates clients’ investment management assets among open-end and closed-end mutual funds, ETFs, individual debt and equity securities and American Depository Receipts (“ADRs”), as well as publicly traded Real Estate Investment Trusts (“REITs”) and Master Limited Partnerships (“MLPs”), and, in limited cases, Independent Managers (as defined below). MGWM also provides advice about any type of investment held in clients' portfolios at the outset of establishing a relationship with the firm. MGWM tailors its advisory services to the individual needs of clients. MGWM consults with clients initially to develop an investment strategy based on the clients’ risk tolerance and other factors. On a case by case basis, as necessary, MGWM works with clients to develop an investment policy statement. MGWM ensures that clients’ investments are suitable for their investment needs, goals, objectives and risk tolerance. MGWM also may render non-discretionary investment management services to clients relative to variable life/annuity products that they own, their individual employer-sponsored retirement plans, and/or 529 plans or other products that are not held by the client’s primary custodian. In so doing, MGWM either directs or recommends the allocation of client assets among the various investment options that are available with the product. Client assets are maintained at the specific insurance company or custodian designated by the product. Clients are advised to promptly notify MGWM if there are changes in their financial situation or investment objectives or if they wish to impose any reasonable restrictions upon MGWM’s management services. Clients may impose reasonable restrictions or mandates on the management of their account (e.g., require that a portion of their assets be invested in socially responsible funds) if, in MGWM’s sole discretion, the conditions will not materially impact the performance of a portfolio strategy or prove overly burdensome to its management efforts. Use of Independent Managers As mentioned above, MGWM recommends that certain clients authorize the active discretionary management of a portion of their assets by and/or among certain independent investment managers (“Independent Managers”), based upon the stated investment objectives of the client. The terms and conditions under which the client engages the Independent Managers are set forth in a separate written agreement between MGWM or the client and the designated Independent Managers. MGWM renders services to the client relative to the discretionary and/or non-discretionary selection or recommendation of Independent Managers. MGWM also monitors and reviews the account performance and the client’s investment objectives. MGWM receives an annual advisory fee which is based upon a percentage of the market value of the assets being managed by the designated Independent Managers. Page 5 of 21  When recommending or selecting an Independent Manager for a client, MGWM reviews information about the Independent Manager such as its disclosure brochure and/or material supplied by the Independent Manager or independent third parties for a description of the Independent Manager’s investment strategies, past performance and risk results to the extent available. Factors that MGWM considers in recommending an Independent Manager include the client’s stated investment objectives, management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fees charged by the designated Independent Managers, together with the fees charged by the corresponding designated broker-dealer/custodian of the client’s assets, may be exclusive of, and in addition to, MGWM’s investment advisory fee set forth above. As discussed above, the client may incur additional fees than those charged by MGWM, the designated Independent Managers, and corresponding broker-dealer and custodian. In addition to MGWM’s written disclosure brochure, the client also receives the written disclosure brochure of the designated Independent Managers. Certain Independent Managers may impose more restrictive account requirements and varying billing practices than MGWM. In such instances, MGWM may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers. Recommendation of Unaffiliated Subadvisers As part of our Investment Management services, we may (upon coordination with the client) select one or more unaffiliated, third-party investment advisers to serve as subadvisers to manage a portion of a client’s assets. Fees assessed by subadvisers are separate and in addition to the advisory fees we charge. We perform due diligence on each subadviser and confirm, among other things, that each subadviser is properly registered as an investment adviser with the appropriate regulator. The decision to use a subadviser is based on each client’s individual needs and is predicated upon whether a strategy offered or made available by a subadviser is in the best interests of our clients. Clients will be provided a copy of the applicable subadviser’s Form ADV Part 2A Disclosure Brochure, Form ADV Part 2B Supplemental Brochure(s) and Form CRS at or before a subadviser is hired to manage a client’s assets. Selected subadvisers will provide ongoing discretionary investment management services and trading authority over a client’s designated assets. This means they can decide what securities to purchase and sell with the designated assets without first discussing with the client and where and when to place the transactions. We are available to answer questions clients may have regarding their assets managed by the subadviser(s) and usually act as the communication conduit between the clients and the subadvisers. Additionally, MGWM has entered into a Subadvisory Agreement with Running Oak Capital LLC (“ROCL”) an investment adviser registered with the Securities and Exchange Commission, independent of MGWM. Through this contractual relationship, ROCL provides investment subadvisory services for the Marks Group Core Equity Portfolio strategy (“MGCEP”). The MGCEP will be managed in the same manner as ROCL’s Efficient Growth Equity Strategy (“REGS”). ROCL will continue to provide advisory services to its existing clients as well as procure new clients. Page 6 of 21  MGWM will provide its clients whose assets are advised according to its MGCEP with a copy of ROCL’s disclosure brochure (i.e., Form ADV Parts 2A and 2B) and Privacy Notice at least 48 hours prior to ROCL managing such account. Annually, MGWM will provide a copy of ROCL’s Privacy Notice and will offer or provide a copy of material updates to ROCL’s disclosure brochure to clients whose investment portfolios are managed pursuant to MGCEP. MGWM is responsible for oversight of ROCL’s advisory activities conducted on behalf of MGWM’s clients pursuant to the Subadvisory Agreement. MGWM will be available to answer questions clients may have regarding any portion of their accounts managed by ROCL and will generally act as the communication conduit between clients and ROCL. Though the terms of the Subadvisory Agreement set forth specific details regarding the engagement and termination of ROCL as a sub-adviser, MGWM has ultimate authority to hire and fire ROCL. Fees for this arrangement are paid by MGWM directly to ROCL from client advisory fees; clients pay no additional fees to ROCL. Sponsor of Wrap Program MGWM is the sponsor of the Marks Group Wealth Management Wrap Program (the “Program”), a wrap fee program. For clients who participate in the Program, MGWM provides its investment management services and arranges for brokerage transactions under a single annualized fee. Participants in the Program may pay a higher aggregate fee than if investment management and brokerage services are purchased separately. A complete description of the Program’s terms and conditions (including fees) are contained in the Program’s wrap fee brochure. Amount of Managed Assets As of January 23, 2025, MGWM managed $1,726,323,173 of clients' assets on a discretionary basis plus $242,496,355 of clients' assets on a non-discretionary basis. Item 5 Fees and Compensation MGWM offers its services on a fee basis, which include fixed fees and/or fees based upon assets under management. Consulting Fees MGWM charges a fixed fee for consulting services. These services are typically ongoing. The fees are negotiable, but generally range from $10,000 to $100,000 annually depending upon the level and scope of the services and the professional rendering the consulting services. Consulting fees are generally charged quarterly, in arrears. If the client engages MGWM for additional investment advisory services, MGWM may offset all or a portion of its fees for those services based upon the amount paid for the consulting services. Prior to engaging MGWM to provide consulting services, the client is required to enter into a written agreement with MGWM setting forth the terms and conditions of the engagement. Investment Management and Wealth Management Fee Page 7 of 21  MGWM provides investment management services for an annual fee based upon a percentage of the market value of the assets being managed by MGWM. MGWM’s annual fee is exclusive of, and in addition to brokerage commissions, transaction fees, and other related costs and expenses which are incurred by the client (except where client participates in the Program, as described above in Item 4). MGWM does not, however, receive any portion of these commissions, fees, and costs. MGWM’s annual fee is prorated and charged quarterly, in advance, based upon the market value of the assets on the last day of the previous quarter. The annual fee varies (between 0.15% and 2.00%) depending upon the market value of the assets under management and the type of investment/wealth management services to be rendered. The clients participating in the Program are subject to the fee schedule set forth in the Program’s Wrap Disclosure Brochure. MGWM, in its sole discretion, may negotiate to charge a lesser management fee based upon certain criteria (e.g., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client, account retention, pro bono activities, etc.). Discounts, not generally available to our advisory clients, may be offered to family members and friends of associated persons of our firm. Subadviser Compensation MGWM will directly compensate ROCL for its subadvisory services. The method, amount and timing of such compensation is governed by the Subadvisory Agreement, to which clients are not a party. Clients’ fees payable to MGWM are not impacted by MGWM’s determination to utilize a sub-adviser, such as ROCL (but, clients’ overall advisory fees may be impacted by relationships with other investment advisers, including Independent Managers). In other words, clients do not pay ROCL for its services and clients do not pay “layered fees” due to MGWM’s subadvisory relationship with ROCL. Additional Fees and Expenses As further discussed in response to Item 12 (below), MGWM recommends that clients utilize the brokerage and clearing services of National Financial Services LLC and Fidelity Brokerage Services LLC (together with affiliates, “Fidelity”) and Schwab Advisor Services™ (“Schwab”) for investment management accounts. MGWM may only implement its investment management recommendations after the client has arranged for and furnished MGWM with all information and authorization regarding accounts with appropriate financial institutions. Financial institutions include, but are not limited to Fidelity, Schwab, and any other broker-dealer recommended by MGWM, broker-dealer directed by the client, trust companies, banks etc. (collectively, referred to as the “Financial Institutions”). Clients may incur certain charges imposed by the Financial Institutions and other third parties such as fees charged by Independent Managers (as defined above), custodial fees, charges imposed directly by a mutual fund or ETF in the account, which are 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. Additionally, clients who do not elect electronic delivery of statements may be charged an additional fee for paper mailings. For assets outside of any wrap fee programs, clients may incur brokerage commissions and transaction fees. Such charges, fees and commissions are exclusive of and in addition to MGWM’s fee. MGWM’s Agreement and the separate agreement with any Financial Institutions may authorize MGWM Page 8 of 21  or Independent Managers to debit the client’s account for the amount of MGWM’s fee and to directly remit that management fee to MGWM or the Independent Managers. Any Financial Institutions recommended by MGWM have agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to MGWM. Fees for Management During Partial Quarters of Service For the initial period of investment management services, the fees are calculated on a pro rata basis. The Agreement between MGWM and the client will continue in effect until terminated by either party pursuant to the terms of the Agreement. MGWM’s fees are prorated through the date of termination and any remaining balance is charged or refunded to the client, as appropriate. Clients may make additions to and withdrawals from their account at any time, subject to MGWM’s right to terminate an account. Additions may be in cash or securities provided that MGWM reserves the right to liquidate any transferred securities or decline to accept particular securities into a client’s account. Clients may withdraw account assets on notice to MGWM, subject to the usual and customary securities settlement procedures. However, MGWM designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client’s investment objectives. MGWM may consult with its clients about the options and ramifications of transferring securities. However, clients are advised that when transferred securities are liquidated, they are subject to transaction fees, fees assessed at the mutual fund level (i.e., contingent deferred sales charge) and/or tax ramifications ERISA Accounts MGWM is deemed to be a fiduciary to advisory clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income Security Act ("ERISA"), and regulations under the Internal Revenue Code of 1986 (the "Code"), respectively. As such, our firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited transactions, MGWM may only charge fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees, or conversely, investment advice about products for which our firm and/or our related persons receive commissions or 12b-1 fees, however, only when such fees are used to offset MGWM's advisory fees. Advisory Fees in General Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. Limited Prepayment of Fees Under no circumstances do we require or solicit payment of fees in excess of $1200 more than six months in advance of services rendered. Item 6 Performance-Based Fees and Side-By-Side Management Page 9 of 21  MGWM does not provide any services for performance-based fees. Performance-based fees are those based on a share of capital gains on or capital appreciation of the assets of a client. Item 7 Types of Clients MGWM provides advisory services to the following types of clients: Individuals (other than high net worth individuals) • • High net worth individuals • • • Pension and profit sharing plans (other than plan participants) Charitable organizations Corporations or other businesses not listed above Minimum Account Size As a condition for starting and maintaining a relationship, MGWM imposes a minimum portfolio size of $1,000,000. MGWM, in its sole discretion, may accept clients with smaller portfolios based upon certain criteria including anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client, account retention, and pro bono activities. MGWM only accepts clients with less than the minimum portfolio size if, in the sole opinion of MGWM, the smaller portfolio size will not cause a substantial increase of investment risk beyond the client’s identified risk tolerance. MGWM may aggregate the portfolios of family members to meet the minimum portfolio size. Additionally, certain Independent Managers impose more restrictive account requirements and varying billing practices than MGWM. In such instances, MGWM may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Investment Strategies The focus of our investment management services are the six following investment strategies. All strategies are actively managed and consist of securities with daily liquidity. (1) Core Equity - Our flagship strategy incorporates highly disciplined security selections of large and mid- cap individual common stocks of high-quality U.S. companies that are exhibiting characteristics for efficient growth. (2) Tactical Equity - Designed to complement Core Equity, this strategy is a less constrained, more opportunistic approach that focuses on “stalwart stocks” with shareholder-oriented management teams. (3) Equity Income - This portfolio of dividend-paying securities prioritizes both current income and long- term capital appreciation. A more value-oriented strategy, this complements our growth strategies well. Page 10 of 21  (4) International Equity - A non-US equity portfolio comprised of ETFs offering exposure to both developed and emerging markets, along with strategic allocations to various investment styles and specific global sectors. (5) Fixed Income - Carefully constructed, high-quality, low duration, individual corporate or municipal bond portfolios, with laddered maturities designed to weather any interest rate environment. (6) Mutual Funds - A portfolio of institutional share-class, open-ended mutual funds built to offer full diversification across multiple asset classes and managed to reflect our current economic outlook. Methods of Analysis MGWM primarily employs fundamental and technical methods of analysis. Fundamental analysis involves the fundamental financial condition and competitive position of a company. MGWM will analyze the financial condition, capabilities of management, earnings, new products and services, as well as the company’s markets and position amongst its competitors in order to determine the recommendations made to clients. The primary risk in using fundamental analysis is that while the overall health and position of a company may be good, market conditions may negatively impact the security. Technical analysis involves the analysis of past market data rather than specific company data in determining the recommendations made to clients. Technical analysis may involve the use of charts to identify market patterns and trends which may be based on investor sentiment rather than the fundamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that MGWM will be able to accurately predict such a reoccurrence. In addition, when selecting an Independent Manager for a client, MGWM will perform due diligence in selecting the Independent Manager, which will include the review of the Independent Manager’s disclosure statement and other material supplied by the Independent Manager and/or third parties concerning the Independent Manager’s investment strategies, past performance and risk results to the extent possible. Risks of Loss Mutual Funds and Exchange Traded Funds (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. Page 11 of 21  Shares of open-end 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 closed-end mutual fund’s shares may differ significantly 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 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 indexed-based ETFs and 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 50,000 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. Market Risks All securities, particularly individual equity and debt securities, are subject to market volatility, economic factors and certain other market risks. The success of an investment may depend to a great extent upon correctly assessing the future course of price movements of stocks and bonds. There can be no assurance that MGWM will be able to predict those price movements accurately. Use of Independent Managers MGWM may recommend the use of Independent Managers for certain clients. MGWM will continue to do ongoing due diligence of such managers, but such recommendations relies, to a great extent, on the Independent Managers ability to successfully implement their investment strategy. In addition, MGWM does not have the ability to supervise the Independent Managers on a day-to-day basis other than as previously described in response to Item 4, above. Management Through Similarly Managed Accounts MGWM primarily manages client portfolios among various securities on a discretionary basis using one or more of its proprietary investment strategies (collectively referred to as “investment strategy”). In so doing, MGWM buys, sells, exchanges and/or transfers securities based upon the investment strategy. MGWM’s management using the investment strategy complies with the requirements of Rule 3a-4 of the Investment Company Act of 1940, as amended. Rule 3a-4 provides similarly managed accounts, such as the investment strategy, with a safe harbor from the definition of an investment company. The investment strategy may involve an above-average portfolio turnover that could negatively impact upon the net after-tax gain experienced by an individual client. Securities in the investment strategy are usually exchanged and/or transferred without regard to a client’s individual tax ramifications. Certain investment opportunities that become available to MGWM’s clients may be limited. For example, various mutual funds may limit the ability of MGWM to buy, sell, exchange or transfer securities consistent with Page 12 of 21  its investment strategy. As further discussed in response to Item 12B (below), MGWM allocates investment opportunities among its clients on a fair and equitable basis. Use of Margin To the extent that a client authorizes the use of margin, and margin is thereafter employed by MGWM in the management of the client’s investment portfolio, the market value of the client’s account and corresponding fee payable by the client to MGWM will not be increased. While the use of margin borrowing can substantially improve returns, such use may also increase the adverse impact to which a client’s portfolio may be subject. Borrowings will usually be from securities brokers and dealers and will typically be secured by the client’s securities and/or other assets. Under certain circumstances, such a broker-dealer may demand an increase in the collateral that secures the client’s obligations and if the client were unable to provide additional collateral, the broker-dealer could liquidate assets held in the account to satisfy the client’s obligations to the broker-dealer. Liquidation in that manner could have extremely adverse consequences. In addition, the amount of the client’s borrowings and the interest rates on those borrowings, which will fluctuate, will have a significant effect on the client’s profitability. General Risk of Loss Investing in securities involves the risk of loss. Clients should be prepared to bear such loss. Page 13 of 21  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 our management personnel have no reportable disciplinary events to disclose. Item 10 Other Financial Industry Activities and Affiliations MGWM is required to disclose any relationship or arrangement that is material to its advisory business or to its clients with certain related persons. Such relationships and arrangements are described below. Receipt of Insurance Commission Certain of MGWM’s Supervised Persons, in their individual capacities, are also licensed insurance agents with various insurance companies, and in such capacity, recommend, on a fully-disclosed commission basis, the purchase of certain insurance products. While MGWM does not sell such insurance products to its investment advisory clients, MGWM does permit its Supervised Persons, in their individual capacities as licensed insurance agents, to sell insurance products to its investment advisory clients. Clients, however, are not under any obligation to purchase such products. The implementation of any or all recommendations is solely at the discretion of the client. A conflict of interest exists to the extent that MGWM recommends the purchase of insurance products where MGWM’s Supervised Persons receive insurance commissions or other additional compensation. MGWM endeavors at all times to put the interest of its clients first as part of our fiduciary duty as a registered investment adviser; we take the following steps to address this conflict: • we disclose to clients the existence of all material conflicts of interest, including the potential for our firm and our employees to earn compensation from advisory clients in addition to our firm's advisory fees; • we disclose to clients that they are not obligated to purchase recommended insurance products from our employees or affiliated companies; • we collect, maintain and document accurate, complete and relevant client background information, including the client's financial goals, objectives and risk tolerance; • our firm's management conducts regular reviews of each client account to verify that all recommendations made to a client are suitable to the client's needs and circumstances; • we require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed; • we periodically monitor these outside employment activities to verify that any conflicts of interest continue to be properly addressed by our firm; and Page 14 of 21  • we educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients. Fees from Independent Managers As discussed above, MGWM recommends that certain clients authorize the active discretionary management of a portion of their assets by and/or among certain Independent Managers. The Independent Managers are not affiliated with MGWM, and their fees are separate from those charged by MGWM. Such fees will be disclosed to clients upon engagement of the Independent Manager. Subadviser Relationship As described in Item 4 – Advisory Business above, MGWM utilizes the services of ROCL through the Subadvisory Agreement to manage all or a portion of clients’ assets dedicated to a particular investment strategy (see also Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for further details regarding the strategy employed by ROCL pursuant to the Subadvisory Agreement). Any advisory decisions made by ROCL pursuant to the Subadvisory Agreement are executed (or traded) by MGWM’s employees for MGWM’s clients, not directly by ROCL, and are subject to MGWM’s Trade Aggregation and Allocation Policy. ROCL is not affiliated with MGWM, and as stated in Item 5, clients’ fees payable to MGWM are not impacted by MGWM’s determination to utilize ROCL. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading MGWM and persons associated with MGWM (“Associated Persons”) are permitted to buy or sell securities that it also recommends to clients consistent with MGWM’s policies and procedures. MGWM has adopted a code of ethics that sets forth the standards of conduct expected of its associated persons and requires compliance with applicable securities laws (“Code of Ethics”). In accordance with Section 204A of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), its Code of Ethics contains written policies reasonably designed to prevent the unlawful use of material non-public information by MGWM or any of its associated persons. The Code of Ethics also requires that certain of MGWM’s personnel (called “Access Persons”) report their personal securities holdings and transactions and obtain pre-approval of certain investments such as initial public offerings and limited offerings. As specifically permitted in MGWM’s Code of Ethics, its Access Persons may effect for themselves or for their immediate family (i.e., spouse, minor children, and adults living in the same household as the Access Person) any transactions in a security which is being actively purchased or sold, or is being considered for purchase or sale, on behalf of any of MGWM’s clients. However, when MGWM is purchasing or considering for purchase any security on behalf of a client, no Access Person may effect a transaction in that security prior to the completion of the purchase or until a decision has been made not to purchase such security. Similarly, when MGWM is selling or considering the sale of any security on behalf of a client, no Access Person may effect a transaction in that security prior to the completion of the sale or until a decision has been made not to sell such security. 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 mutual funds or money market Page 15 of 21  funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. MGWM and individuals associated with our firm are prohibited from engaging in principal transactions or agency cross transactions. As disclosed in the preceding section of this Brochure (Item 10), related persons of our firm are separately licensed as an insurance agent/broker of various insurance companies. Please refer to Item 10 for a detailed explanation of these relationships and important conflict of interest disclosures. Clients and prospective clients may contact MGWM by telephone at the number listed on the cover page of this Disclosure Brochure to request a copy of MGWM’s Code of Ethics. Item 12 Brokerage Practices As discussed above, in Item 5, MGWM recommends that clients utilize the brokerage and clearing services of Fidelity and Schwab. Factors which MGWM considers in recommending Fidelity, Schwab, or any other broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. The commissions and/or transaction fees charged by Fidelity or Schwab may be higher or lower than those charged by other Financial Institutions. The commissions paid by MGWM’s clients comply with MGWM’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 MGWM 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. MGWM seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. MGWM periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. The client may direct MGWM 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 MGWM 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 MGWM (as described below). As a result, the client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to its duty of best execution, MGWM may decline a client’s request to direct brokerage if, in MGWM’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties or violate restrictions imposed by other broker-dealers (as further discussed below). Transactions for each client will be effected independently, unless MGWM decides to purchase or sell the same securities for several of its clients at approximately the same time. MGWM 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 MGWM’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this Page 16 of 21  procedure, transactions will be averaged as to price and allocated among MGWM’s clients pro rata to the purchase and sale orders placed for each client on any given day. To the extent that MGWM determines to aggregate client orders for the purchase or sale of securities, including securities in which MGWM’s Supervised Persons may invest, MGWM does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the Securities and Exchange Commission. MGWM does not receive any additional compensation or remuneration as a result of the aggregation. In the event that MGWM determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may 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, MGWM 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. Consistent with obtaining best execution, brokerage transactions may be directed to certain broker dealers in return for investment research products and/or services which assist MGWM in its investment decision-making process. Such research generally will be used to service all of MGWM’s clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because MGWM does not have to produce or pay for the products or services. Software and Support Provided by Financial Institutions MGWM receives from Financial Institutions, without cost to MGWM, computer software and related systems support, which allow MGWM to better monitor client accounts maintained at Financial Institutions. MGWM receives the software and related support without cost because MGWM renders investment management services to clients that maintain assets at Financial Institutions. The software and support is not provided in connection with securities transactions of clients (i.e., not “soft dollars”). As set forth below, certain software and related systems support may benefit MGWM, but not its clients directly. In fulfilling its duties to its clients, MGWM endeavors at all times to put the interests of its clients first. Clients should be aware, however, that MGWM’s receipt of economic benefits from a broker-dealer creates a conflict of interest since these benefits may influence MGWM’s choice of broker-dealer over another broker-dealer that does not furnish similar software, systems support, or services. Services that Benefit Clients Financial Institutions may provide access to investment products, execution of securities transactions, and custody of client assets. The investment products available through Financial Institutions include some to which MGWM might not otherwise have access or that would require a significantly higher minimum Page 17 of 21  initial investment by MGWM’s clients. The services described in this paragraph generally benefit clients or their accounts. Services that May Not Directly Benefit Clients Financial Institutions also makes available to MGWM other products and services that benefit MGWM but may not directly benefit clients or their accounts. These products and services assist MGWM in managing and administering clients’ accounts. They include investment research. MGWM may use this research to service all or some substantial number of clients’ accounts. In addition to investment research, Financial Institutions may also make available software and other technology that: • provides access to client account data (such as duplicate trade confirmations and account statements); facilitates trade execution and allocate aggregated trade orders for multiple client accounts; • • provides pricing and other market data; • facilitates payment of our fees from clients’ accounts; and assists with back-office functions, recordkeeping and client reporting. Financial Institutions may also make available other services intended to help MGWM manage and further develop its business enterprise. These services include: technology, compliance, legal, and business consulting; • educational conferences and events; • • publications and conferences on practice management and business succession; and • access to employee benefits providers, human capital consultants, and insurance providers. Financial Institutions may provide some of these services themselves. In other cases, they will arrange for third-party vendors to provide the services to MGWM. Financial Institutions may also discount or waive their fees for some of these services or pay all or a part of a third party’s fees. Impact of Subadvisory Relationship As described elsewhere in this Disclosure Brochure, including in Item 4 – Advisory Business above, MGWM and ROCL are parties to the Subadvisory Agreement. While ROCL may manage all or a portion of clients’ assets dedicated to a particular investment strategy (see also Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss), ROCL will not execute or make actual trades in MGWM’s clients’ investment portfolios. Instead, ROCL will instruct certain MGWM employees to execute ROCL’s trading decision for ROCL on behalf of MGWM’s clients. Accordingly, MGWM does not anticipate there to be any impact on clients’ brokerage relationships as described elsewhere in this Disclosure Brochure, including the immediately above subsections of this Item 12 – Brokerage Practices. As a result of or due to the subadvisory relationship between MGWM and ROCL. Item 13 Review of Accounts For those clients to whom MGWM provides investment management services, MGWM monitors those portfolios as part of an ongoing process while account reviews are conducted regularly. For those clients Page 18 of 21  to whom MGWM provides consulting services, reviews are conducted on an “as needed” basis. Such reviews are conducted by one of MGWM’s investment adviser representatives. Investment advisory clients are encouraged to discuss their needs, goals, and objectives with MGWM and to keep MGWM informed of any changes thereto. MGWM contacts ongoing investment advisory clients at least annually to review its previous services and/or recommendations and to discuss the impact resulting from any changes in the client’s financial situation and/or investment objectives. Item 14 Client Referrals and Other Compensation Client Referrals In the event a client is introduced to MGWM by either an unaffiliated or an affiliated promoter, the Firm may pay that promoter a referral fee in accordance with applicable state securities laws. Unless otherwise disclosed, any such referral fee is paid solely from MGWM’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 promoter, the client will receive all required disclosures, including those related to any compensation and conflicts of interest. Any affiliated promoter of MGWM is required to disclose their affiliation with MGWM at the time of the referral unless such affiliation is readily apparent. SmartAsset We have entered into an agreement with SmartAsset Advisors LLC (“SmartAsset”) in which SmartAsset provides us with the names and contact information of prospective advisory clients who meet criteria we have selected and who have expressed an interest in working with investment advisory firms. We pay a fee for this service, which is payable regardless of whether the prospect becomes our advisory client, and which is not passed along to clients. Other Compensation The Firm receives economic benefits from Fidelity and Schwab. The benefits, conflicts of interest and how they are addressed are discussed above in response to Item 12. Item 15 Custody MGWM’s Agreement and/or the separate agreement with any Financial Institution may authorize MGWM through such Financial Institution to debit the client’s account for the amount of MGWM’s fee and to directly remit that management fee to MGWM in accordance with applicable custody rules. The Financial Institutions recommended by MGWM have agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to MGWM. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among Page 19 of 21  other things. Clients should contact us directly if they believe that there may be an error in their statement. In addition to the periodic statements that clients receive directly from their custodians, we may also send account statements directly to our clients. We urge our clients to carefully compare the information provided on these statements to ensure that all account transactions, holdings and values are correct and current. Standing Letters of Authorization MGWM 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 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 MGWM is generally given the authority to exercise discretion on behalf of clients. MGWM is considered to exercise investment discretion over a client’s account if it can effect transactions for the client without first having to seek the client’s consent. MGWM is given this authority through a power-of-attorney included in the agreement between MGWM and the client. Clients may request a limitation on this authority (such as certain securities not to be bought or sold). MGWM takes discretion over the following activities: • The securities to be purchased or sold; • The amount of securities to be purchased or sold; • When transactions are made; and • The hiring and firing of subadvisors. Item 17 Voting Client Securities MGWM is required to disclose if it accepts authority to vote client securities. MGWM accepts the authority to vote a client’s securities (i.e., proxies) on their behalf. When MGWM accepts such responsibility, it will cast proxy votes only in a manner it believes consistent with the best interest of its clients. At any time clients may contact the Firm to request information about how MGWM voted proxies for that client’s securities. A brief summary of MGWM’s proxy voting policies and procedures is as follows: • The Firm has engaged Broadridge Financial Solutions (“Broadridge”), a third-party, independent proxy advisory firm, to provide it with research, analysis, and recommendations on the various Page 20 of 21  proxy proposals for the client securities that MGWM manages with the aim of maximizing shareholder value. • In engaging Broadridge for that purpose, MGWM has reviewed Broadridge’s proxy voting guidelines for the current proxy voting season and has approved the summary of Broadridge’s positions on the voting positions it recommends for the types of proposals most frequently presented, including: election and composition of directors; financial reporting; compensation of management and directors; corporate governance structure and anti-takeover measures; and environmental and social risks to operations. MGWM is in agreement with the approach Broadridge has set forth in its current proxy voting guidelines for voting proxies. • Although MGWM, based on its approval of the positions in the proxy voting guidelines, expects to vote proxies according to Broadridge’s recommendations, certain issues may need to be considered on a case-by-case basis due to the diverse and continually evolving nature of corporate governance issues. If such cases should arise, then MGWM will devote appropriate time and resources to consider those issues. • Where MGWM is responsible for voting proxies on behalf of a client, the client cannot direct the Firm’s vote on a particular solicitation. The client, however, can revoke MGWM’s authority to vote proxies. In situations where there is a conflict of interest in the voting of proxies due to business or personal relationships that MGWM maintains with persons having an interest in the outcome of certain votes, the Firm will take appropriate steps, whether by following Broadridge’s third- party recommendation or otherwise, to ensure that proxy voting decisions are made in what it believes is the best interest of its clients and are not the product of any such conflict. Item 18 Financial Information MGWM does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of providing its advisory or financial planning services. In addition, MGWM is required to disclose any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. MGWM has no disclosures pursuant to this Item. Page 21 of 21 

Part 2A Appendix 1 of Form ADV: Wrap Fee Program Brochure 4350 Baker Road, Suite 245 Minnetonka, MN 55343 Telephone: (952) 582-6100 Email: erica.lewerenz@marksgroup.com Web Address: www.marksgroup.com The Marks Group Wealth Management Wrap Program September 26, 2025 This wrap fee program brochure provides information about the qualifications and business practices of Marks Group Wealth Management, Inc (hereinafter “MGWM”). If you have any questions about the contents of this brochure, please contact us at (952) 582-6100 or erica.lewerenz@marksgroup.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 with the SEC or with any state securities authority does not imply a certain level of skill or training. Additional information about MGWM also is available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 148679. Page 1 of 17  Item 2 Material Changes Since MGWM’s last update dated March 5, 2024, we have added language in Item 4 to explain our subadvisory relationships; otherwise, there have been no material changes made to this Wrap Fee Program Brochure. Page 2 of 17  Item 3 Table of Contents Item 4 Services Fees and Compensation ............................................................................................... 4 Item 5 Account Requirements and Types of Clients ............................................................................. 7 Item 6 Portfolio Manager Selection and Evaluation ............................................................................. 7 Item 7 Client Information Provided to Portfolio Managers ............................................................... 12 Item 8 Client Contact With Portfolio Managers ................................................................................. 12 Item 9 Additional Information ............................................................................................................. 12 Page 3 of 17  Item 4 Services Fees and Compensation Services MGWM is a SEC-registered investment adviser with its principal place of business located in Minnesota. MGWM has been in business since November 2008. Bennett E. Marks is the firm's principal shareholder (i.e., individuals and/or entities controlling 25% or more of MGWM). The Marks Group Wealth Management Wrap Program (the “Program”) is an investment advisory program sponsored by MGWM. The Program provides clients with the ability to trade in certain investment products without incurring separate brokerage commissions or transaction charges. To join the Program, a client must: 1) Complete an investor profile that describes the client’s financial needs, investment objectives, time horizon, and risk tolerance, as well as any other factors relevant to the client’s specific financial situation and any other supporting documentation the Program requires; 2) Complete the investment advisory wrap fee agreement (the “Agreement”) with MGWM; 3) Complete a new account agreement with National Financial Services LLC and Fidelity Brokerage Services LLC (together with affiliates “Fidelity”), Schwab Advisor Services™ (“Schwab”), or another broker dealer MGWM approves for participation in the Program (“Financial Institution”); and 4) Open a securities brokerage account with the Financial Institution and deposit those assets designated for participation in the Program into the account. After an analysis of any information provided by the client to MGWM, MGWM assists the client in developing an appropriate investment strategy for the assets in their accounts. Thereafter, all clients are encouraged to discuss their needs, goals, and objectives with MGWM and to keep MGWM informed of any changes thereto. MGWM contacts ongoing clients at least annually to review its previous services and/or recommendations and to determine whether changes should be made to their investment strategy. Management of Your Portfolio All clients in the Program grant MGWM discretionary authority to buy, sell, and otherwise trade in the type of securities described in Item 6, below for their accounts and to liquidate previously-purchased securities that the client has transferred to their Accounts. Assets designated for a particular investment strategy (each a “Portfolio”) are managed by one of MGWM’s investment professionals. MGWM recommends that certain clients authorize the active discretionary management of a portion of the assets by and/or among one or more independent investment managers (hereafter “Independent Managers”) to implement a particular investment strategy. The terms and conditions under which the client engages the Independent Managers are set forth in a separate written agreement between MGWM Page 4 of 17  or the client and the designated Independent Managers. MGWM continues to render advisory services to the client relative to the ongoing monitoring and review of account performance, for which MGWM receives an annual advisory fee based upon a percentage of the market value of the assets managed by the designated Independent Managers. Factors that MGWM considers in recommending Independent Managers include the client’s stated investment objectives, management style, performance, reputation, financial strength, reporting, pricing, and research. In addition to MGWM’s written disclosure brochure and/or wrap fee brochure, the client receives the written disclosure brochure of the designated Independent Managers. Recommendation of Unaffiliated Subadvisers As part of our Investment Management services, we may (upon coordination with the client) select one or more unaffiliated, third-party investment advisers to serve as subadvisers to manage a portion of a client’s assets. Fees assessed by subadvisers are separate and in addition to the advisory fees we charge. We perform due diligence on each subadviser and confirm, among other things, that each subadviser is properly registered as an investment adviser with the appropriate regulator. The decision to use a subadviser is based on each client’s individual needs and is predicated upon whether a strategy offered or made available by a subadviser is in the best interests of our clients. Clients will be provided a copy of the applicable subadviser’s Form ADV Part 2A Disclosure Brochure, Form ADV Part 2B Supplemental Brochure(s) and Form CRS at or before a subadviser is hired to manage a client’s assets. Selected subadvisers will provide ongoing discretionary investment management services and trading authority over a client’s designated assets. This means they can decide what securities to purchase and sell with the designated assets without first discussing with the client and where and when to place the transactions. We are available to answer questions clients may have regarding their assets managed by the subadviser(s) and usually act as the communication conduit between the clients and the subadvisers. Additionally, MGWM has entered into a Subadvisory Agreement with Running Oak Capital LLC (“ROCL”) an investment adviser registered with the Securities and Exchange Commission, independent of MGWM. Through this contractual relationship, ROCL provides investment subadvisory services for the Marks Group Core Equity Portfolio strategy (“MGCEP”). The MGCEP will be managed in the same manner as ROCL’s Efficient Growth Equity Strategy (“REGS”). ROCL will continue to provide advisory services to its existing clients as well as procure new clients. Clients whose assets are advised according to the MGCEP will receive ROCL’s disclosure brochure(s) and Privacy Notice. MGWM will oversee ROCL’s advisory activities conducted on behalf of MGWM’s clients, act as the communication conduit between clients and ROCL, and have authority to hire and fire ROCL. Fees for this arrangement are paid by MGWM directly to ROCL from client advisory fees; clients pay no additional fees to ROCL. Fees Fees for the Program Clients in the Program pay a single annualized fee for participation in the Program (the “Program Fee”). The Program Fee is prorated and charged quarterly in advance, based upon the market value of the assets Page 5 of 17  being managed by MGWM under the Program on the last day of the previous quarter. The Program Fee varies (between 0.15% and 2.00%) depending upon the market value of the assets under management. MGWM, in its sole discretion, may negotiate to charge a lesser Program Fee based upon certain criteria (e.g., anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client, account retention, pro bono activities, etc.). Discounts, not generally available to our advisory clients, may be offered to family members and friends of associated persons of our firm. Fee Comparison Under the Program, clients receive both investment advisory services and the execution of transactions for a single, combined annualized fee, the Program Fee. Participation in the Program may cost the client more or less than purchasing such services separately. The number of transactions made in the client’s accounts, as well as the commissions charged for each transaction, determines the relative cost of the Program versus paying for execution on a per transaction basis and paying a separate fee for advisory services. The Program Fee may be higher or lower than fees charged by other sponsors of comparable investment advisory programs. Because MGWM pays for the brokerage fees for certain accounts managed through the Program, MGWM has an incentive to engage in less transactions, or transactions that cost less to MGWM, including the use of mutual funds that do not have transaction charges, but have higher expenses to the client. MGWM reviews the frequency and type of investments made in client accounts to act in the client’s best interest. Other Charges In addition to the Program Fee paid to MGWM, clients may also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions. These additional charges may include fees charged by the Independent Managers (as described below), charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund Program Fees and other fund expenses), fees and commission for assets not held with the Financial Institutions offered in the Program, such as 401(k) or 529 plan assets as well as for fees for trades executed away from the Financial Institutions offered in the Program (a conflict of interest exists where the firm avoids expenses by trading through a different Financial Institution), mark-ups and mark- downs on fixed-income transactions which cannot be paid by the Firm (or it is overly burdensome to determine the amount of such mark-ups / downs), 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. Additionally, clients who do not elect electronic delivery of statements may be charged an additional fee for paper mailings. ERISA Accounts MGWM is deemed to be a fiduciary to advisory clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income Security Act ("ERISA"), and regulations under the Internal Revenue Code of 1986 (the "Code"), respectively. As such, our firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited transactions, MGWM may only charge fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees, or conversely, investment Page 6 of 17  advice about products for which our firm and/or our related persons receive commissions or 12b-1 fees, however, only when such fees are used to offset MGWM's advisory fees. Advisory Fees in General Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. Limited Prepayment of Fees Under no circumstances do we require or solicit payment of fees in excess of $1200 more than six months in advance of services rendered. Item 5 Account Requirements and Types of Clients Types of Clients MGWM provides advisory services to the following types of clients: Individuals (other than high net worth individuals) • High net worth individuals • Pension and profit sharing plans (other than plan participants) • Charitable organizations • Corporations or other businesses not listed above • Minimum Account Size As a condition for participating in the Program, MGWM imposes a minimum portfolio size of $1,000,000. MGWM, in its sole discretion, may accept clients with smaller portfolios based upon certain criteria including anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing client, account retention, and pro bono activities. MGWM only accepts clients with less than the minimum portfolio size if, in the sole opinion of MGWM, the smaller portfolio size will not cause a substantial increase of investment risk beyond the client’s identified risk tolerance. MGWM may aggregate the portfolios of family members to meet the minimum portfolio size. Additionally, certain Independent Managers impose more restrictive account requirements and varying billing practices than MGWM. In such instances, MGWM may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers. Item 6 Portfolio Manager Selection and Evaluation Advisory Business MGWM acts as the sponsor and portfolio manager to the Program. Certain wrap programs involve the services of multiple parties in these capacities, which may involve additional conflicts of interest that the sponsor would be required to disclose in this section. MGWM has no disclosures to make under this section. Page 7 of 17  Prior to engaging MGWM to provide any of the foregoing investment advisory services, the client is required to enter into one or more agreements with MGWM setting forth the terms and conditions under which MGWM renders its services. Performance-Based Fees and Side-by-Side Management MGWM does not provide any services for performance-based fees. Performance-based fees are those based on a share of capital gains on or capital appreciation of the assets of a client. Methods of Analysis, Investment Strategies and Risk of Loss Investment Strategies The focus of our investment management services are the six following investment strategies. All strategies are actively managed and consist of securities with daily liquidity. (1) Core Equity - Our flagship strategy incorporates highly disciplined security selections of large and mid- cap individual common stocks of high-quality U.S. companies that are exhibiting characteristics for efficient growth. (2) Tactical Equity - Designed to complement Core Equity, this strategy is a less constrained, more opportunistic approach that focuses on “stalwart stocks” with shareholder-oriented management teams. (3) Equity Income - This portfolio of dividend-paying securities prioritizes both current income and long- term capital appreciation. A more value-oriented strategy, this complements our growth strategies well. (4) International Equity - A non-US equity portfolio comprised of ETFs offering exposure to both developed and emerging markets, along with strategic allocations to various investment styles and specific global sectors. (5) Fixed Income - Carefully constructed, high-quality, low duration, individual corporate or municipal bond portfolios, with laddered maturities designed to weather any interest rate environment. (6) Mutual Funds - A portfolio of institutional share-class, open-ended mutual funds built to offer full diversification across multiple asset classes and managed to reflect our current economic outlook. Methods of Analysis MGWM primarily employs fundamental and technical methods of investment analysis. Fundamental analysis involves the fundamental financial condition and competitive position of a company. MGWM will analyze the financial condition, capabilities of management, earnings, new products and services, as well as the company’s markets and position amongst its competitors in order to determine the recommendations made to clients. The primary risk in using fundamental analysis is that Page 8 of 17  while the overall health and position of a company may be good, market conditions may negatively impact the security. Technical analysis involves the analysis of past market data rather than specific company data in determining the recommendations made to clients. Technical analysis may involve the use of charts to identify market patterns and trends which may be based on investor sentiment rather than the fundamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that MGWM will be able to accurately predict such a reoccurrence. In addition, when selecting an Independent Manager for a client, MGWM will perform due diligence in selecting the Independent Manager, which will include the review of the Independent Manager’s disclosure statement and other material supplied by the Independent Manager and/or third parties concerning the Independent Manager’s investment strategies, past performance and risk results to the extent possible. Page 9 of 17  Risks of Loss Mutual Funds and Exchange Traded Funds (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 open-end 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 closed-end mutual fund’s shares may differ significantly 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 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 indexed-based ETFs and 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 50,000 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. Market Risks All securities, particularly individual equity and debt securities, are subject to market volatility, economic factors and certain other market risks. The success of an investment may depend to a great extent upon correctly assessing the future course of price movements of stocks and bonds. There can be no assurance that MGWM will be able to predict those price movements accurately. Use of Independent Managers MGWM may recommend the use of Independent Managers for certain clients. MGWM will continue to do ongoing due diligence of such managers, but such recommendations relies, to a great extent, on the Independent Managers ability to successfully implement their investment strategy. In addition, MGWM does not have the ability to supervise the Independent Managers on a day-to-day basis other than as previously described in response to Item 4, above. Management Through Similarly Managed Accounts MGWM primarily manages client portfolios among various securities on a discretionary basis using one or more of its proprietary investment strategies (collectively referred to as “investment strategy”). In so doing, MGWM buys, sells, exchanges and/or transfers securities based upon the investment strategy. Page 10 of 17  MGWM’s management using the investment strategy complies with the requirements of Rule 3a-4 of the Investment Company Act of 1940, as amended. Rule 3a-4 provides similarly managed accounts, such as the investment strategy, with a safe harbor from the definition of an investment company. The investment strategy may involve an above-average portfolio turnover that could negatively impact upon the net after-tax gain experienced by an individual client. Securities in the investment strategy are usually exchanged and/or transferred without regard to a client’s individual tax ramifications. Certain investment opportunities that become available to MGWM’s clients may be limited. For example, various mutual funds may limit the ability of MGWM to buy, sell, exchange or transfer securities consistent with its investment strategy. MGWM allocates investment opportunities among its clients on a fair and equitable basis. Use of Margin To the extent that a client authorizes the use of margin, and margin is thereafter employed by MGWM in the management of the client’s investment portfolio, the market value of the client’s account and corresponding fee payable by the client to MGWM will not be increased. While the use of margin borrowing can substantially improve returns, such use may also increase the adverse impact to which a client’s portfolio may be subject. Borrowings will usually be from securities brokers and dealers and will typically be secured by the client’s securities and/or other assets. Under certain circumstances, such a broker-dealer may demand an increase in the collateral that secures the client’s obligations and if the client were unable to provide additional collateral, the broker-dealer could liquidate assets held in the account to satisfy the client’s obligations to the broker-dealer. Liquidation in that manner could have extremely adverse consequences. In addition, the amount of the client’s borrowings and the interest rates on those borrowings, which will fluctuate, will have a significant effect on the client’s profitability. General Risk of Loss Investing in securities involves the risk of loss. Clients should be prepared to bear such loss. Voting of Client Securities MGWM is required to disclose if it accepts authority to vote client securities. MGWM accepts the authority to vote a client’s securities (i.e., proxies) on their behalf. When MGWM accepts such responsibility, it will cast proxy votes only in a manner it believes consistent with the best interest of its clients. At any time clients may contact the Firm to request information about how MGWM voted proxies for that client’s securities. A brief summary of MGWM’s proxy voting policies and procedures is as follows: • The Firm has engaged Broadridge Financial Solutions (“Broadridge”), a third-party, independent proxy advisory firm, to provide it with research, analysis, and recommendations on the various proxy proposals for the client securities that MGWM manages with the aim of maximizing shareholder value. • In engaging Broadridge for that purpose, MGWM has reviewed Broadridge’s proxy voting guidelines for the current proxy voting season and has approved the summary of Broadridge’s positions on the voting positions it recommends for the types of proposals most frequently presented, including: Page 11 of 17  election and composition of directors; financial reporting; compensation of management and directors; corporate governance structure and anti-takeover measures; and environmental and social risks to operations. MGWM is in agreement with the approach Broadridge has set forth in its current proxy voting guidelines for voting proxies. • Although MGWM, based on its approval of the positions in the proxy voting guidelines, expects to vote proxies according to Broadridge’s recommendations, certain issues may need to be considered on a case-by-case basis due to the diverse and continually evolving nature of corporate governance issues. If such cases should arise, then MGWM will devote appropriate time and resources to consider those issues. Where MGWM is responsible for voting proxies on behalf of a client, the client cannot direct the Firm’s vote on a particular solicitation. The client, however, can revoke MGWM’s authority to vote proxies. In situations where there is a conflict of interest in the voting of proxies due to business or personal relationships that MGWM maintains with persons having an interest in the outcome of certain votes, the Firm will take appropriate steps, whether by following Broadridge’s third-party recommendation or otherwise, to ensure that proxy voting decisions are made in what it believes is the best interest of its clients and are not the product of any such conflict. Item 7 Client Information Provided to Portfolio Managers MGWM acts as the sponsor and portfolio manager to the Program. Certain wrap programs involve the services of multiple parties in these capacities. In those circumstances, the sponsor is required to disclose how and what type of information about client that it provides to portfolio managers. MGWM has no disclosures to make under this section. Item 8 Client Contact With Portfolio Managers There are no restrictions on a clients’ ability to contact and consult with MGWM regarding the Program or their account. Clients may contact Independent Managers through MGWM by providing MGWM with written request and identification of the questions or issues to be discussed with the Independent Managers. After receiving the client’s written request MGWM, at its sole discretion, contacts the Independent Managers for the client or arranges for the Independent Managers and the client to communicate directly. Item 9 Additional Information Disciplinary Information MGWM is required to disclose the facts of any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of management. MGWM does not have any required disclosures to this Item. Page 12 of 17  Other Financial Industry Activities and Affiliations MGWM is required to disclose any relationship or arrangement that is material to its advisory business or to its clients with certain related persons. Such relationships and arrangements are described below. Receipt of Insurance Commission Certain of MGWM’s Supervised Persons, in their individual capacities, are also licensed insurance agents with various insurance companies, and in such capacity, recommend, on a fully-disclosed commission basis, the purchase of certain insurance products. While MGWM does not sell such insurance products to its investment advisory clients, MGWM does permit its Supervised Persons, in their individual capacities as licensed insurance agents, to sell insurance products to its investment advisory clients. Clients, however, are not under any obligation to purchase such products. The implementation of any or all recommendations is solely at the discretion of the client. A conflict of interest exists to the extent that MGWM recommends the purchase of insurance products where MGWM’s Supervised Persons receive insurance commissions or other additional compensation. MGWM endeavors at all times to put the interest of its clients first as part of our fiduciary duty as a registered investment adviser; we take the following steps to address this conflict: • we disclose to clients the existence of all material conflicts of interest, including the potential for our firm and our employees to earn compensation from advisory clients in addition to our firm's advisory fees; • we disclose to clients that they are not obligated to purchase recommended insurance products from our employees or affiliated companies; • we collect, maintain and document accurate, complete and relevant client background information, including the client's financial goals, objectives and risk tolerance; • our firm's management conducts regular reviews of each client account to verify that all recommendations made to a client are suitable to the client's needs and circumstances; • we require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed; • we periodically monitor these outside employment activities to verify that any conflicts of interest continue to be properly addressed by our firm; and • we educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients. Fees from Independent Managers As discussed above, MGWM recommends that certain clients authorize the active discretionary management of a portion of their assets by and/or among certain Independent Managers. The Page 13 of 17  Independent Managers are not affiliated with MGWM, and their fees are separate from those charged by MGWM. Such fees will be disclosed to clients upon engagement of the Independent Manager. Subadviser Relationship As described in Item 4 above, MGWM utilizes the services of ROCL through the Subadvisory Agreement to manage all or a portion of clients’ assets dedicated to a particular investment strategy. Any advisory decisions made by ROCL pursuant to the Subadvisory Agreement are executed (or traded) by MGWM’s employees for MGWM’s clients, not directly by ROCL, and are subject to MGWM’s Trade Aggregation and Allocation Policy. ROCL is not affiliated with MGWM, and clients’ fees payable to MGWM are not impacted by MGWM’s determination to utilize ROCL. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading MGWM and persons associated with MGWM (“Associated Persons”) are permitted to buy or sell securities that it also recommends to clients consistent with MGWM’s policies and procedures. MGWM has adopted a code of ethics that sets forth the standards of conduct expected of its associated persons and requires compliance with applicable securities laws (“Code of Ethics”). In accordance with Section 204A of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), its Code of Ethics contains written policies reasonably designed to prevent the unlawful use of material non-public information by MGWM or any of its associated persons. The Code of Ethics also requires that certain of MGWM’s personnel (called “Access Persons”) report their personal securities holdings and transactions and obtain pre-approval of certain investments such as initial public offerings and limited offerings. As specifically permitted in MGWM’s Code of Ethics, its Access Persons may effect for themselves or for their immediate family (i.e., spouse, minor children, and adults living in the same household as the Access Person) any transactions in a security which is being actively purchased or sold, or is being considered for purchase or sale, on behalf of any of MGWM’s clients. However, when MGWM is purchasing or considering for purchase any security on behalf of a client, no Access Person may effect a transaction in that security prior to the completion of the purchase or until a decision has been made not to purchase such security. Similarly, when MGWM is selling or considering the sale of any security on behalf of a client, no Access Person may effect a transaction in that security prior to the completion of the sale or until a decision has been made not to sell such security. 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 mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. MGWM and individuals associated with our firm are prohibited from engaging in principal transactions or agency cross transactions. As disclosed in the preceding section, related persons of our firm are separately licensed as an insurance agent/broker of various insurance companies. Please refer to that section for a detailed explanation of these relationships and important conflict of interest disclosures. Page 14 of 17  Clients and prospective clients may contact MGWM by telephone at the number listed on the cover page of this Disclosure Brochure to request a copy of MGWM’s Code of Ethics. Review of Accounts MGWM monitors assets as part of an ongoing process while account reviews are conducted regularly. Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions for assets. Client Referrals and Other Compensation In the event a client is introduced to MGWM by either an unaffiliated or an affiliated promoter, the Firm may pay that promoter a referral fee in accordance with applicable state securities laws. Unless otherwise disclosed, any such referral fee is paid solely from MGWM’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 promoter, the client will receive all required disclosures, including those related to any compensation and conflicts of interest. Any affiliated promoter of MGWM is required to disclose their affiliation with MGWM at the time of the referral unless such affiliation is readily apparent. SmartAsset We have entered into an agreement with SmartAsset Advisors LLC (“SmartAsset”) in which SmartAsset provides us with the names and contact information of prospective advisory clients who meet criteria we have selected and who have expressed an interest in working with investment advisory firms. We pay a fee for this service, which is payable regardless of whether the prospect becomes our advisory client, and which is not passed along to clients. Receipt of Economic Benefit and Brokerage Practices As discussed above, in Item 5, MGWM recommends that clients utilize the brokerage and clearing services of Fidelity and Schwab. Factors which MGWM considers in recommending Fidelity, Schwab, or any other broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research and service. The commissions and/or transaction fees charged by Fidelity or Schwab may be higher or lower than those charged by other Financial Institutions. As set forth above, under the Program, clients receive both investment advisory services and the execution of transactions for a single, combined annualized fee, the Program Fee. For client’s accounts custodied at Schwab and Fidelity, MGWM absorbs the cost for the execution of fixed income and mutual fund transactions under the Program. Accordingly, there is a conflict of interest to the extent that MGWM may have an incentive not to place transaction orders in client’s accounts for client’s accounts custodied at Schwab and Fidelity, because doing so increases MGWM’s transaction costs for client’s accounts custodied at Schwab and Fidelity under the Program. MGWM periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. Page 15 of 17  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. MGWM seeks competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Consistent with obtaining best execution, brokerage transactions may be directed to certain broker- dealers in return for investment research products and/or services which assist MGWM in its investment decision-making process. Such research generally will be used to service all of MGWM’s clients, but brokerage commissions paid by one client may be used to pay for research that is not used in managing that client’s portfolio. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because MGWM does not have to produce or pay for the products or services. Software and Support Provided by Financial Institutions MGWM receives from Financial Institutions, without cost to MGWM, computer software and related systems support, which allow MGWM to better monitor client accounts maintained at Financial Institutions. MGWM receives the software and related support without cost because MGWM renders investment management services to clients that maintain assets at Financial Institutions. The software and support is not provided in connection with securities transactions of clients (i.e. not “soft dollars”). As set forth below, certain software and related systems support may benefit MGWM, but not its clients directly. In fulfilling its duties to its clients, MGWM endeavors at all times to put the interests of its clients first. Clients should be aware, however, that MGWM’s receipt of economic benefits from a broker-dealer creates a conflict of interest since these benefits may influence MGWM’s choice of broker-dealer over another broker-dealer that does not furnish similar software, systems support, or services. Services that Benefit Clients Financial Institutions may provide access to investment products, execution of securities transactions, and custody of client assets. The investment products available through Financial Institutions include some to which MGWM might not otherwise have access or that would require a significantly higher minimum initial investment by MGWM’s clients. The services described in this paragraph generally benefit clients or their accounts. Services that May Not Directly Benefit Clients Financial Institutions also makes available to MGWM other products and services that benefit MGWM but may not directly benefit clients or their accounts. These products and services assist MGWM in managing and administering clients’ accounts. They include investment research. MGWM may use this research to service all or some substantial number of clients’ accounts. In addition to investment research, Financial Institutions may also make available software and other technology that: facilitates trade execution and allocate aggregated trade orders for multiple client accounts; • provides access to client account data (such as duplicate trade confirmations and account statements); • • provides pricing and other market data; • • facilitates payment of our fees from clients’ accounts; and assists with back-office functions, recordkeeping and client reporting. Page 16 of 17  Financial Institutions may also make available other services intended to help MGWM manage and further develop its business enterprise. These services include: technology, compliance, legal, and business consulting; • educational conferences and events; • • publications and conferences on practice management and business succession; and • access to employee benefits providers, human capital consultants, and insurance providers. Financial Institutions may provide some of these services themselves. In other cases, they will arrange for third-party vendors to provide the services to MGWM. Financial Institutions may also discount or waive their fees for some of these services or pay all or a part of a third party’s fees. Financial Information MGWM does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of providing its advisory or financial planning services. In addition, MGWM is required to disclose any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. MGWM has no disclosures pursuant to this Item. Page 17 of 17