MARSH WEALTH MANAGEMENT, LLC

Marsh Wealth Management, LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Marsh Wealth Management, LLC. If you have any questions about the contents of this brochure, please contact us at (865) 622-2162 or by email at: admin@marshpros.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. Additional information about Marsh Wealth Management, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Marsh Wealth Management, LLC’s CRD number is: 282111. 504 Ebenezer Road Knoxville, TN, 37923 (865) 622-2162 http://www.marshpros.com admin@marshpros.com Registration does not imply a certain level of skill or training. Version Date: 04/30/2025 1  Item 2: Material Changes The material changes in this brochure from the last annual updating amendment of Marsh Wealth Management, LLC on 03/27/2024 are described below. Material changes relate to Marsh Wealth Management, LLC’s policies, practices, or conflicts of interests. • In April 2025 the firm expanded our disclosure language with regard to the firm being deemed to have custody of client assets. Please refer to Item 15 – Custody for more specific information. 2  Item 3: Table of Contents Item 2: Material Changes .......................................................................................................................... 2 Item 3: Table of Contents .......................................................................................................................... 3 Item 4: Advisory Business ........................................................................................................................ 5 A. Description of the Advisory Firm ................................................................................................... 5 B. Types of Advisory Services .............................................................................................................. 5 C. Client Tailored Services and Client Imposed Restrictions .......................................................... 7 D. Wrap Fee Programs .......................................................................................................................... 8 E. Assets Under Management .............................................................................................................. 8 Item 5: Fees and Compensation ............................................................................................................... 8 A. Fee Schedule ...................................................................................................................................... 8 B. Payment of Fees ............................................................................................................................... 10 C. Client Responsibility For Third Party Fees .................................................................................. 11 D. Prepayment of Fees ......................................................................................................................... 11 E. Outside Compensation For the Sale of Securities to Clients ..................................................... 11 Item 6: Performance-Based Fees and Side-By-Side Management ..................................................... 12 Item 7: Types of Clients ........................................................................................................................... 12 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ............................................ 12 A. Methods of Analysis and Investment Strategies ................................................................... 12 B. Risks of Loss ..................................................................................................................................... 13 Item 9: Disciplinary Information ........................................................................................................... 14 A. Criminal or Civil Actions ......................................................................................................... 14 B. Administrative Proceedings..................................................................................................... 14 C. Self-regulatory Organization (SRO) Proceedings ................................................................. 14 Item 10: Other Financial Industry Activities and Affiliations ........................................................... 14 A. Registration as a Broker/Dealer or Broker/Dealer Representative ................................... 14 B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor ............................................................................................................. 14 Registration Relationships Material to this Advisory Business and Possible Conflicts of C. Interests ................................................................................................................................................. 15 3  D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections ................................................................................................................................... 16 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading . 16 A. Code of Ethics ............................................................................................................................ 16 B. Recommendations Involving Material Financial Interests .................................................. 16 C. Investing Personal Money in the Same Securities as Clients .............................................. 16 D. Trading Securities At/Around the Same Time as Clients’ Securities ................................ 16 Item 12: Brokerage Practices ................................................................................................................... 17 A. Factors Used to Select Custodians and/or Broker/Dealers ................................................ 17 1. Research and Other Soft Dollar Benefits ............................................................................ 17 2. Brokerage for Client Referrals .............................................................................................. 19 3. Clients Directing Which Broker/Dealer/Custodian to Use ............................................ 19 B. Aggregating (Block) Trading for Multiple Client Accounts ................................................ 19 Item 13: Review of Accounts .................................................................................................................. 20 A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews ................. 20 B. Factors That Will Trigger a Non-Periodic Review of Client Accounts .............................. 20 C. Content and Frequency of Regular Reports Provided to Clients ....................................... 20 Item 14: Client Referrals and Other Compensation ............................................................................ 20 Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes A. Sales Awards or Other Prizes) ........................................................................................................... 20 B. Compensation to Non – Advisory Personnel for Client Referrals ..................................... 21 Item 15: Custody ...................................................................................................................................... 21 Item 16: Investment Discretion .............................................................................................................. 22 Item 17: Voting Client Securities (Proxy Voting) ................................................................................. 22 Item 18: Financial Information ............................................................................................................... 22 A. Balance Sheet .............................................................................................................................. 22 Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual B. Commitments to Clients ..................................................................................................................... 22 C. Bankruptcy Petitions in Previous Ten Years ......................................................................... 22 4  Item 4: Advisory Business A. Description of the Advisory Firm Marsh Wealth Management, LLC (hereinafter “MWM LLC”) is a Limited Liability Company organized in the State of Tennessee. The firm was formed in November 2015, and the principal owners are Yvonne M. Marsh and Michael B. Marsh. B. Types of Advisory Services Portfolio Management Services MWM LLC offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. MWM LLC creates an Investment Policy Statement for each client, which outlines the client’s current situation. An Investment Bucket Strategy is also utilized for clients with multiple accounts or more complex situations. Portfolio management services are provided using traditional custodial broker dealers. For assets not directly held by our custodian (held-away), portfolio management services are provided through a third-party interface that allows MWM LLC to view client accounts and communicate orders to their custodians. This program is called 401K+. Held-away assets are primarily 401(k) accounts, HSA’s, and other assets that are not held with our typically broker dealer custodial relationships. Please refer to Item 12 – Brokerage Practices for more information. Our portfolio management services include, but are not limited to, the following: Asset allocation Risk tolerance • • • Investment strategy • Asset selection • Regular portfolio monitoring MWM LLC evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. MWM LLC will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented on a model selection document. is to seek fair and equitable allocation of MWM LLC seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of MWM LLC’s economic, investment or other financial interests. To meet its fiduciary obligations, MWM LLC attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, investment MWM LLC’s policy opportunities/transactions among its clients to avoid favoring one client over another over time. It is MWM LLC’s policy to allocate investment opportunities and transactions 5  it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. MWM LLC also advises clients on portfolio allocations in their 401(k), 403(b) and similar plan types under a program called 401K EZInvest. MWM LLC evaluates the current investment options in the plan and advises the client on allocations among those options based on the client’s risk tolerance levels and time horizon. The allocations are reviewed quarterly. Clients communicate the allocations to their plan custodian. Financial Planning Financial plans and financial planning may include, but are not limited to investment planning; life insurance; long-term care insurance, tax concerns; retirement planning; college planning; and debt/credit planning. Retirement Plan Rollover Recommendations When MWM LLC provides investment advice about a client’s retirement plan account or individual retirement account (“IRA”) including whether to maintain investments and/or proceeds in the retirement plan account, roll over such investment/proceeds from the retirement plan account to a IRA or make a distribution from the retirement plan account, we acknowledge that MWM LLC is a “fiduciary” within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”) as applicable, which are laws governing retirement accounts. The way MWM LLC makes money creates conflicts with our client’s interests, so MWM LLC operates under a special rule that requires MWM LLC to act in our client’s best interest and not put our interest ahead of theirs. Under this special rule’s provisions, MWM LLC must as a fiduciary to a retirement plan account or IRA under ERISA/IRC: • Meet a professional standard of care when making investment recommendations (e.g., give prudent advice); • Never put the financial interests of MWM, LLC ahead of our client’s when making recommendations (e.g., give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that MWM, LLC gives advice that is in our client’s best interest; • Charge no more than is reasonable for the services of MWM, LLC; and • Give client basic information about conflicts of interest. To the extent MWM LLC recommends a client roll over their account from a current retirement plan account to an individual retirement account managed by MWM LLC, please know that MWM LLC and our investment adviser representatives have a conflict of interest. 6  We can earn increased investment advisory fees by recommending that a client roll over their account at the retirement plan to an IRA managed by MWM LLC. We will earn fewer investment advisory fees if a client does not roll over the funds in the retirement plan to an IRA managed by MWM LLC. Thus, our investment adviser representatives have an economic incentive to recommend a rollover of funds from a retirement plan to an IRA which is a conflict of interest because our recommendation that a client open an IRA account to be managed by our firm can be based on our economic incentive and not based exclusively on whether or not moving the IRA to our management program is in your overall best interest. investments which result We have taken steps to manage this conflict of interest. We have adopted an impartial conduct standard whereby our investment adviser representatives will (i) provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary status described below, (ii) not in MWM LLC receiving unreasonable recommend compensation related to the rollover of funds from the retirement plan to an IRA, and (iii) fully disclose compensation received by MWM LLC and our supervised persons and any material conflicts of interest related to recommending the rollover of funds from the retirement plan to an IRA and refrain from making any materially misleading statements regarding such rollover. When providing advice to clients regarding a retirement plan account or IRA, our investment advisor representatives will act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on the investment objectives, risk, tolerance, financial circumstances, and a client’s needs, without regard to the financial or other interests of MWM LLC or our affiliated personnel. Services Limited to Specific Types of Investments MWM LLC generally limits its investment advice to mutual funds, fixed income securities, real estate funds, equities, ETFs and treasury inflation protected/inflation linked bonds. MWM LLC may use other securities as well to help diversify a portfolio when applicable. C. Client Tailored Services and Client Imposed Restrictions MWM LLC offers the same suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current situation. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. 7  D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. MWM LLC does not participate in any wrap fee programs. E. Assets Under Management MWM LLC has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $168,423,277 0.00 12/31/2024 Item 5: Fees and Compensation A. Fee Schedule Asset-Based Fees for Portfolio Management – Charles Schwab and Co. Institutional Custodian Annual Fee Total Assets Under Management – held by Charles Schwab and Co. Custodian $0 - $200,000 1.25% $200,001- $500,000 1.00% $500,001- $1,000,000 0.90% $1,000,001– $3,000,000 0.80% $3,000,001 and Up 0.55% Total assets under management is measured on a household basis. For assets held at Charles Schwab and Co. Institutional Custodian (Schwab), MWM LLC will calculate its monthly fee based on the prior-month ending balance in the client account, prorated by inflows and outflows greater than 5% of the total account value in the account during the prior month The final fee schedule is attached as Schedule A of the Investment Advisory Contract. MWM LLC, at its discretion, may adjust the annual fee set forth above. Clients may terminate the agreement without penalty for a full refund of MWM LLC's fees within five 8  business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 30 days' written notice. Asset-Based Fees for Portfolio Management – Trade-PMR/First Clearing Platform Asset-based fees are negotiated for each account but are typically 1.00% of assets under management. Total assets under management is measured on a household basis. For client accounts held on the Trade-PMR/First Clearing platform, MWM LLC will calculate its monthly fee based on the prior-month ending balance in the client account, prorated by inflows and outflows greater than 5% of the total account value in the account during the prior month. The final fee schedule is attached as Schedule A of the Investment Advisory Contract. MWM LLC, at its discretion, may adjust the annual fee set forth above. Clients may terminate the agreement without penalty for a full refund of MWM LLC's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 30 days' written notice. Asset-Based Fees for Portfolio Management of Held Away Accounts – Employee Benefit Plan Custodians (401K+) The annual advisory fee is 0.80% of the total assets under management in the Held Away Accounts held at Employee Benefit Plan Custodians. For its services provided to Held Away Accounts (accounts with Custodians other than our primary approved custodians) MWM LLC will be paid a management fee referenced on the Schedule A of their Investment Advisory Contract, based on the fair market value of the Client's Account. The fee will be calculated quarterly in arrears, and billed monthly in an amount equal to 1/3 of the quarterly calculated amount. Fees are prorated based on the number of days service is provided during each billing period. If asset management services are commenced in the middle of a billing period, the prorated fee for the initial billing period is billed in arrears at the same time as the next full billing period’s fee is billed. The final fee schedule is attached as Schedule A of the Investment Advisory Contract. MWM LLC, at its discretion, may adjust the annual fee set forth above. Clients may terminate the agreement without penalty for a full refund of MWM LLC's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract with 30 days' written notice. 9  401K EZInvest Service Fee Clients are charged either a recurring monthly fee of $125 per account or an asset based fee. Clients paying a recurring monthly fee may receive a discount for prepaying six months of service. The annual fee under the asset-based arrangement is 0.35% of the fair market value of the Client's Account. The fee will be calculated quarterly in arrears and billed monthly in an amount equal to 1/3 of the quarterly calculated amount. Fees are prorated based on the number of days service is provided during each billing period. If asset management services are commenced in the middle of a billing period, the prorated fee for the initial billing period is billed in arrears at the same time as the next full billing period’s fee is billed. Fees for this service may be negotiated with the client based on individual circumstances. Financial Planning Fees The negotiated fixed rate for creating client financial plans is between $450 - $4,000, depending on the complexity of the plan. Fees are charged 50% in advance, but never more than six months in advance nor more than $500, with the remainder due upon presentation of the plan. Clients may terminate the agreement without penalty for a full refund of MWM LLC's fees within five business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement generally upon written notice. B. Payment of Fees Payment of Asset-Based Portfolio Management Fees– Charles Schwab and Co. and Trade-PMR/First Clearing as Institutional Custodians Asset-based portfolio management fees for assets held by Schwab are withdrawn directly from the client's accounts with client's written authorization on a monthly basis. Fees are paid in arrears. Payment of Asset-Based Fees for Portfolio Management – Employee Benefit Plan Custodians (401K+) The fee is collected (a) by withdrawing it directly from one of client’s accounts held at our custodians, with client’s written authorization, (b) by check, or (c) via credit card or ACH. Fees collected via credit card or ACH are billed and collected by AdvicePay, a third-party credit card billing and collection company. At no time will MWM have 10  access to client’s credit card number or client’s ACH information. Clients may cancel the fee at any time. 401K EZInvest Service Fee The fee is collected either (a) by withdrawing it directly from one of client’s accounts held at our custodians, with client’s written authorization, or (b) via credit card or ACH. Fees collected via credit card or ACH are billed and collected by AdvicePay, a third- party credit card billing and collection company. At no time will MWM have access to client’s credit card number or client’s ACH information. Clients may cancel the fee at any time. Payment of Financial Planning Fees Financial planning fees are paid either (a) via check, or (b) via credit card or ACH. Fees collected via credit card or ACH are billed and collected by AdvicePay, a third-party credit card billing and collection company. At no time will MWM have access to client’s credit card number or client’s ACH information. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third party fees (i.e., custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by MWM LLC. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees MWM LLC collects certain fees in advance and certain fees in arrears, as indicated above. Refunds for fees paid in advance will be returned within fourteen days to the client via check, or return deposit back into the client’s account. Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. Unearned educational workshop fees will be refunded to the date of cancellation. E. Outside Compensation For the Sale of Securities to Clients Neither MWM LLC nor its supervised persons accept any compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. 11  Item 6: Performance-Based Fees and Side-By-Side Management MWM LLC does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients MWM LLC generally provides advisory services to the following types of clients:  Individuals  High-Net-Worth Individuals Minimum Assets Under Management per Household MWM LLC requires the following minimum assets under management per household:  Portfolio Management – accounts held at Schwab and Trade PMR - $200,000.  Portfolio Management of Held Away Accounts (401K+ and 401K EZInvest) – $100,000. These minimums are waivable at the discretion of MWM LLC. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Investment Strategies MWM LLC largely utilizes a model portfolio approach focusing on strategic asset allocation, based on Modern Portfolio Theory. Modern Portfolio Theory is a theory of investments that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by choosing the proportions of various assets. The choice of asset classes to be included is based on an evaluation of the risk and return of each asset class, as well as the expected diversification that will occur from a portfolio of asset classes. The specific model portfolio assigned to each investor will be driven by a number of factors, including the investor’s time horizon and risk tolerance. To better understand these factors, MWM LLC gathers and analyzes detailed information about the client, including goals, existing investments, insurance coverage, sources of income and other 12  assets and liabilities. MWM LLC revises the model portfolio as needed in response to changes in the client’s goals, time horizon and risk tolerance. MWM LLC’s investing strategy is to conform the investment allocations to the client’s model portfolio by trading the account holdings when changes in asset values have caused the holdings to drift from the model portfolio. B. Risks of Loss Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. 13  Real Estate funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither MWM LLC nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither MWM LLC nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. 14  C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Representatives of MWM LLC must act as fiduciaries when advising clients of MWM LLC, as required by the Investment Advisors Act of 1940 (“Act”). Representatives of MWM LLC engage in business activities outside of MWM LLC. Those activities are not subject to the fiduciary requirements of the Act. Yvonne M. Marsh is a Certified Public Accountant and from time to time, may offer clients advice or products from those activities and clients should be aware that these services may involve a conflict of interest. MWM LLC always acts in the best interest of the client and clients are in no way required to utilize the services of any representative of MWM LLC in connection with such individual’s activities outside of MWM LLC. Yvonne M. Marsh is an independent licensed insurance agent, and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. Yvonne M. Marsh may receive commissions for providing these services that may range between 1% and 7% of premium. The commission is typically greater initially than the annual asset-based advisory fee for assets under management. Commissions may be paid either at completion of the insurance transaction, or as a continuing income stream over the life of the insurance contract, at the discretion of Yvonne M. Marsh. Yvonne M. Marsh, in her capacity as an independent licensed insurance agent, uses the services of an insurance marketing organization (IMO). The IMO provides marketing services and, from time-to-time, provides funds to be used for marketing her insurance services. There is no direct link between Yvonne M. Marsh's use of the IMO and the investment advice MWM LLC gives to its clients. However, the arrangement creates a conflict of interest. MWM LLC always acts in the best interest of the client; including the sale of commissionable products to advisory clients. Clients are in no way required to utilize the services of any representative of MWM LLC in connection with such individual's activities outside of MWM LLC. Michael B. Marsh is a Certified Public Accountant and from time to time, may offer clients advice or products from those activities and clients should be aware that these services may involve a conflict of interest. MWM LLC always acts in the best interest of the client and clients are in no way required to utilize the services of any representative of MWM LLC in connection with such individual’s activities outside of MWM LLC. Yvonne M. Marsh and Michael B. Marsh are owners of Marsh Professional Group, LLC in Knoxville, TN. From time to time, they may offer clients advice or products from those activities and clients should be aware that these services may involve a conflict of interest. MWM LLC always acts in the best interest of the client and clients are in no way required to the services of any representative of MWM LLC in connection with such individual’s activities outside of MWM LLC. 15  D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections MWM LLC does not utilize nor select third-party investment advisers. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics MWM LLC has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. MWM LLC's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests MWM LLC does not recommend that clients buy or sell any security in which a related person to MWM LLC or MWM LLC has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of MWM LLC may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of MWM LLC to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. MWM LLC will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of MWM LLC may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of MWM LLC to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. 16  Such transactions may create a conflict of interest; however, MWM LLC will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on MWM LLC’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and MWM LLC may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in MWM LLC's research efforts. MWM LLC will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker-dealer/custodian. MWM LLC utilizes Schwab Institutional, a division of Charles Schwab and Co., Inc. Member FINRA/SIPC for assets other than those held in Employee Benefit Plans or held with Trade-PMR using First Clearing as the custodial Broker Dealer. The custodian(s) for assets held by Employee Benefit Plans are selected by the trustees of the plans. Trade-PMR, Inc. (“Trade-PMR”) is utilized for brokerage and trade execution services for a group of clients that moved to MWM LLC from another advisor and who were on the Trade-PMR platform at the time of transition. Trade-PMR clears and custodies assets with First Clearing, FINRA member broker-dealers. First Clearing is a trade name used by Wells Fargo Clearing Services, LLC., a non-bank affiliate of Wells Fargo & Company. Trade-PMR acts as an introducing broker dealer on a fully disclosed basis. Trade-PMR and First Clearing are members of SIPC and are unaffiliated registered broker dealers and FINRA members. 1. Research and Other Soft Dollar Benefits While MWM LLC has no formal soft dollar program in which soft dollars are used to pay for third party services, MWM LLC may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). MWM LLC may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and MWM LLC does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. 17  MWM LLC benefits by not having to produce or pay for the research, products or services, and MWM LLC will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that MWM LLC’s acceptance of soft dollar benefits may result in higher commissions charged to the client. MWM LLC participates in the institutional advisor program (the "Program") offered by Schwab. Schwab offers to independent investment advisors services which include custody of securities, trade execution, clearance and settlement of transactions. MWM LLC receives some benefits from Schwab through its participation in the Program. As disclosed above, MWM LLC participates in Schwab's institutional advisor program and MWM LLC may recommend Schwab to clients for custody and brokerage services. There is no direct link between MWM LLC's participation in the Program and the investment advice it gives to its clients, although MWM LLC receives economic benefits through its participation in the Program that are typically not available to Schwab retail investors. These benefits include the following products and services (provided without cost or at a discount): receipt of duplicate client statements and confirmations; research related products and tools; consulting services; access to a trading desk serving MWM LLC participants; access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); the ability to have MWM LLC's fees deducted directly from client accounts; access to an electronic communications network for client order entry and account information; access to mutual funds with no transaction fees and to certain institutional money managers; and discounts on compliance, marketing, research, technology, and practice management products or services provided to MWM LLC by third party vendors. Schwab may also pay for business consulting and professional services received by MWM LLC's related persons. Some of the products and services made available by Schwab through the Program may benefit MWM LLC but may not benefit its client accounts. These products or services may assist MWM LLC in managing and administering client accounts, including accounts not maintained at Schwab. Other services made available by Schwab are intended to help MWM LLC manage and further develop its business enterprise. The benefits received by MWM LLC or its personnel through participation in the Program do not depend on the amount of brokerage transactions directed to the qualified custodian. As part of its fiduciary duties to clients, MWM LLC endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by MWM LLC or its related persons in and of itself creates a conflict of interest and may indirectly influence MWM LLC's choice of Schwab for custody and brokerage services. Trade-PMR/First Clearing provides MWM LLC with access to its institutional trading and custody services, which are typically not available to retail investors. These brokerage services include the execution of securities transactions, research, and access to mutual funds and other investments that are otherwise generally available 18  only to institutional investors or would require a significantly higher minimum initial investment. Additionally, MWM LLC may receive the following benefits from Trade-PMR/First Clearing: receipt of duplicate client confirmations and bundled duplicate statements; access to a trading desk that exclusively services its participants and access to an electronic communication network for client order entry and account information. MWM LLC participates in the order management system (the OMS) offered by Pontera Solutions, Inc. Pontera Solutions, Inc. offers to independent investment advisors services which include the ability to view the client account assets in their employee benefit plans and the ability to enter trading instructions in the accounts. MWM LLC receives some benefits from Pontera Solutions, Inc. through its participation in the OMS. There is no direct link between MWM LLC's participation in the Program and the investment advice it gives to its clients, although MWM LLC receives economic benefits through its participation in the OMS. These benefits include the following products and services (provided without cost or at a discount): research related products and tools; consulting services; access to an electronic communications network for client order entry and account billing calculations. The benefits received by MWM LLC or its personnel through participation in the OMS do not depend on the volume of assets in employee benefit plans utilizing the OMS. As part of its fiduciary duties to clients, MWM LLC endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by MWM LLC or its related persons in and of itself creates a conflict of interest and may indirectly influence MWM LLC's choice of Pontera Solutions, Inc. for the services listed above. 2. Brokerage for Client Referrals MWM LLC receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use For assets held at Schwab and Trade-PMR/First Clearing as Institutional Custodians, MWM LLC will require clients to use a specific broker-dealer to execute transactions. Not all advisers require clients to use a particular broker-dealer. B. Aggregating (Block) Trading for Multiple Client Accounts MWM LLC does not aggregate or bunch the securities to be purchased or sold for multiple clients. This may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. 19  Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for MWM LLC’s advisory services provided on an ongoing basis are reviewed at least quarterly by Yvonne M. Marsh, Managing Member or Michael B. Marsh, Member, with regard to client’s respective investment policies and risk tolerance levels. All accounts at MWM LLC are assigned to these reviewers. All financial planning accounts are reviewed upon financial plan creation and plan delivery by Yvonne M. Marsh, Managing Member or Michael B. Marsh, Member. There is only one level of review for financial planning, and that is the total review conducted to create the financial plan. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). With respect to financial plans, MWM LLC’s services will generally conclude upon delivery of the financial plan. C. Content and Frequency of Regular Reports Provided to Clients For assets held at Schwab and Trade-PMR/First Clearing as Institutional Custodian, each client of MWM LLC's advisory services provided on an ongoing basis will receive a monthly report detailing the client’s account, including assets held, asset value, and the fees. This written report will come from the Schwab Institutional Custodian. Each financial planning client will receive the financial plan upon completion. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) Other than soft dollar benefits discussed in Item 12 above, MWM LLC does not receive any economic benefit directly or indirectly from any third party for advice rendered to its clients. There is no direct link between MWM LLC’s participation in the Schwab Program or the OMS and the investment advice it gives to its clients. 20  B. Compensation to Non – Advisory Personnel for Client Referrals MWM LLC does not directly or indirectly compensate any person who is not advisory personnel for client referrals. Item 15: Custody Custody, as it applies to investment advisors, has been defined by regulators as having access or control over client funds and/or securities. In other words, custody is not limited to physically holding client funds and securities. If an investment adviser can access or control client funds or securities, the investment adviser is deemed to have custody and must ensure proper procedures are implemented. MWM LLC is deemed to have custody of client funds and securities whenever MWM LLC is given the authority to have fees deducted directly from client accounts. Please note that authorization to trade in client accounts is not deemed by regulators to be custody. MWM LLC is also deemed to have custody of client funds and securities when MWM LLC has standing authority (also known as a standing letter of authorization or “SLOA”) to move money from a client’s account to a pre-determined third-party account. For accounts in which MWM LLC is deemed to have custody, our firm has adopted the following safeguards in conjunction with our custodian: • The client provides instructions to the qualified custodian, in writing, that includes the client’s signature, the first/third party’s name, and either the first/third party’s address or the first/third party’s account number at a custodian to which the transfer should be. • The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the first/third party either on a specified schedule or from time to time. • The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer. • The client can terminate or change the instruction to the client’s qualified custodian. • The investment adviser has no authority or ability to designate or change the identity of the first/ third party, the address, or any other information about the first/third party contained in the client’s instruction. • The investment adviser maintains records showing that the first/third party is not a related party of the investment adviser or located at the same address as the investment adviser. 21  • The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instructions Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Item 16: Investment Discretion MWM LLC provides discretionary and non-discretionary investment advisory services to clients. The Investment Advisory Contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, MWM LLC generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. Item 17: Voting Client Securities (Proxy Voting) MWM LLC will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet MWM LLC neither requires nor solicits prepayment of more than $500 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither MWM LLC nor its management has any financial condition that is likely to reasonably impair MWM LLC’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years MWM LLC has not been the subject of a bankruptcy petition in the last ten years. 22